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(bSubject to and in accordance with the provisions of this Section 10, the Corporation shall have the right, at its option, at any time (subject to Section 10(c)), 5(cto redeem, out of funds legally available therefor, (i) 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 (ii) any portion of the Notes shares of Preferred Stock then outstanding at a redemption price per share in cash (the “Redemption Price”) equal to 100% two times (2x) the sum of (A) the principal amount Liquidation Preference and (B) the 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 Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x) the amount of such current period Accrued Dividends; provided, further, that any redemption under this Section 10 for less than all of the shares of Preferred Stock then outstanding must be for no less than one-third (1/3) of the total number of shares of Preferred Stock initially issued to the Investor on the Original Issuance Date and must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below five percent (5%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis). 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 “Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Redemption Date”), subject which shall be a Business Day that is no earlier than 30 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. If fewer than all of the shares of Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall 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 total number of shares of Preferred Stock then outstanding. Notwithstanding anything to the contrary in this Section 10(a), each Holder of shares of Preferred Stock to be redeemed by the Corporation may elect to convert all or any portion of the shares of Preferred Stock held by such Holder into Common Stock in accordance with the provisions of Section 6 (taking into account the limitation in the last sentence of Section 6(a)(i)(B), applied ratably with respect to each outstanding share of Preferred Stock) at any time prior to the applicable Redemption Date. (b) Redemption pursuant to Section 10(a) shall become effective on the Redemption Date and the aggregate Redemption Price for such redeemed shares shall be due and payable in cash to the record Holder of the shares of Preferred Stock being redeemed on such date. If a Redemption Notice has been delivered in accordance with Section 10(a) and if the funds necessary for redemption have been paid to the Holders of shares of Preferred Stock being redeemed, then from and after the applicable Redemption Date, dividends and distributions will cease to accrue on such redeemed shares of Preferred Stock, such redeemed shares of Preferred Stock shall no longer be deemed outstanding and all rights of the Holders with respect to such redeemed shares of Notes on Preferred Stock will terminate, except the relevant Record Date right to receive interest due on the relevant Interest Payment Dateaggregate Redemption Price for such redeemed shares of Preferred Stock held by each such Holder. (c) Until May 15, 2016, The Corporation’s optional redemption right provided by Section 10(a) shall not be available to the Issuer may, Corporation at its option, on one or more occasions redeem up to 35any time at which: (i) the Common Stock Trading Price has exceeded 200% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of then applicable Conversion Price (x) for more than five (5) Trading Days during 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 30-Trading Day period immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of preceding the date of closing delivery of each such Equity Offering. the Redemption Notice or (y) for any Trading Day during the five (5) consecutive Trading Day period immediately preceding the date of any redemption upon any Equity Offering may be given prior delivery of the Redemption Notice; or (ii) the Corporation is, or was during the five (5) consecutive Trading Day period immediately preceding the date of delivery of the Redemption Notice, in possession of material non-public information relating to the redemption thereofCorporation, 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 interestthat, if anypublicly disclosed, would be reasonably expected to have a material and positive effect on the Common Stock Trading Price on the Trading Day immediately following the date on which such information is publicly disclosed relative to the Redemption Date, subject to the right of Holders of record Common Stock Trading Price on the relevant Record Date to receive interest due Trading Day immediately preceding the date on the relevant Interest Payment Date, if redeemed during the twelvewhich such information is publicly disclosed (assuming such information is publicly disclosed pre-month period beginning market open 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 Indenturea Trading Day or on a day that is not a Trading Day).

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 Notes, upon notice in accordance with 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, the date of redemption (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 Dateinterest 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 issued by it at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, the Redemption Date, subject to the right of Holders of Notes of record 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 by it from one or more Equity Offerings; provided that (i) 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 remain outstanding immediately after the occurrence of each such redemption; provided further that and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, 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 November 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May November 15, 2016, the Issuer may redeem the 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 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 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 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 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. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon notice in accordance with 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, the date of redemption (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 Dateinterest payment date. (cb) 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 issued by it at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, the Redemption Date, subject to the right of Holders of Notes of record 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 by it from one or more Equity Offerings; provided that (i) 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 remain outstanding immediately after the occurrence of each such redemption; provided further that and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, 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 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May 15, 2016, the Issuer may redeem the 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 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 the twelve-month twelvemonth 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 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 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) 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 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. (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) 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 as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthis Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Unsecured Indenture); 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 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Unsecured Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured 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 in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of 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 Offeringoffer. (d) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (e) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured 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, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 % 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. In connection with any redemption of Unsecured Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption 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 by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indentureredemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

Optional Redemption. (a) Except as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthe Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Unsecured Indenture); 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 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured 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 in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by an Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of 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 Offeringoffer. (d) [Reserved]. (e) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (f) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured 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, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 100.000% (eg) Any In connection with any redemption pursuant of Unsecured Notes (including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to this paragraph 5 one or more conditions precedent. In addition, if such redemption or notice 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 as any or all such conditions shall be made pursuant satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the provisions Holders of Sections 3.01 through 3.06 Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Issuer defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

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 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 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 on 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, 2016Date, the Issuer may Company shall have the option to redeem the Notes, in whole or in part part, at the 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 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, if redeemed during the twelve-month period beginning on May 15 of each [INSERT MONTH AND DAY OF CLOSING] of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 120.000 % 2019 120.000 % 2020 112.500 % 2021 and thereafter 100.000 % (eb) The Company may, at its discretion and at any time unconditionally redeem, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption if it or any Guarantor has become or would become obligated to pay any Additional Amounts (as specified in Section 4.19 below), if any, then due and which will become due on such date of redemption as a result of the redemption or otherwise, if the Company or any Guarantor determined, acting reasonably and it good faith, that it has become or would become obligated to pay any Additional Amount in respect of the Notes as a result of (i)(1) any change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction to tax or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of this Indenture (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Indenture, such later date); and (ii) such obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it. Notwithstanding the preceding sentence of this Section 3.07(b), no notice of redemption of the Notes pursuant to this Section 3.07(b) may be given earlier than 60 days prior to the earliest date on which the Company or any Guarantor could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to giving notice of any such redemption pursuant to this Section 3.07(b), the Company shall deliver to the Trustee (y) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that the obligation to pay Additional Amounts cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal counsel of internationally recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company (as Issuer), any Guarantor or any successor entity has been or will become obligated to pay Additional Amounts as a result of circumstances referred to in clause (i) above. The Trustee will accept and shall be entitled to conclusively rely on such Officers’ Certificate and Opinion of Counsel as evidence of the satisfaction of the conditions precedent described above, without further enquiry, in which event it will be conclusive and binding on the Holders. (c) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through Section 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 October 15, 20162020, the Issuer may Issuers may, at their 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 Company) 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 October 15, 2020, 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 Company) equal to the sum of (i) 108.750% 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 Company, 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 (unless all such Notes are redeemed substantially concurrently) 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, Alternate 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, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate 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 not less than 10 days’ nor more than 60 days’ 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) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer may Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, in whole or in part part, 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 each of the years periods indicated below: 2016 103.750 Period Percentage October 15, 2020 to October 14, 2021 106.563 % 2017 102.500 October 15, 2021 to April 14, 2022 104.375 % 2018 101.250 % 2019 April 15, 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 October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) 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. (b) At any time prior to October 15, 2020, 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 this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.750% 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 Company, 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 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 redemption (unless all such Notes are redeemed substantially concurrently) 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, Alternate 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, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate 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 not less than 10 days’ nor more than 60 days’ 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, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate 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) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part part, 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 15 of each of the years periods indicated below: 2016 103.750 October 15, 2020 to October 14, 2021 106.563 % 2017 102.500 October 15, 2021 to April 14, 2022 104.375 % 2018 101.250 % 2019 April 15, 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 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, 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 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 Indenturerelated transaction or event, as the case may be.

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(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 set forth in clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time through (d) of this Section 3.08, the Issuers shall not have the option to redeem the Notes prior to May 15, 2016. On or after May 15, 2016, the Issuer may Issuers shall have the option to redeem all or or, from time to time, a part of the Notes upon prior notice as provided in Section 3.04 hereof, 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, if any, interest to the applicable redemption date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date 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 103.750 104.875 % 2017 102.500 103.250 % 2018 101.250 101.625 % 2019 and thereafter 100.000 % (b) Before May 15, 2016, the Issuers may redeem all or, from time to time, a part of the Notes upon prior notice as provided in Section 3.04 hereof, at a redemption price equal to: (i) 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid 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 an Interest Payment Date that is on or prior to the redemption date), plus (ii) the Make Whole Amount. (c) Before May 15, 2016, the Issuers may on any one or more occasions, upon prior notice as provided in Section 3.04 hereof, redeem in the aggregate up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued hereunder with an amount of cash not greater than the Net Proceeds of one or more Equity Offerings at a redemption price equal to 106.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on a record date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date); provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued hereunder remains outstanding after each such redemption; and (ii) any redemption occurs within 120 days after the closing of such Equity Offering (without regard to any over-allotment option). (d) The Company may also redeem the Notes following a Change of Control at the time and the redemption price, and subject to the conditions set forth in, Section 4.06(h) hereof. (e) Any redemption pursuant to this paragraph 5 Section 3.08 shall be made pursuant to the provisions of Sections 3.01 3.01, 3.02, and 3.04 through 3.06 of the Indenture3.07 hereof.

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 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(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to April 15, 2019. (b) At any time prior to May April 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 April 15, 20162018, 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 105.000108.25% 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 April 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 104.125 % 2017 102.500 2020 102.063 % 2018 101.250 % 2019 2021 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 At any time prior to July 15, 2022, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthe Indenture at a redemption price equal to 106.500% of the principal amount of Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the net cash proceeds of an Equity Offering; provided that: (1) and 5(dat least 50% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes, but excluding Notes held by the Issuers, any direct or indirect parent of the Issuers or any of the Issuers’ Subsidiaries) hereof, remain outstanding immediately after the Notes will not be redeemable at occurrence of such redemption; and (2) 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 July 15, 20162022, the Issuer Issuers may on any one or more occasions redeem all or a part portion 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 to, the date of redemption, subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) The Issuers will have the right to redeem the Notes at 101% of the principal amount thereof following the consummation of a Change of Control if anyat least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to July 15, 2022. (e) On or after July 15, 2022, the Issuers may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable date of redemption (redemption, if redeemed during the “Redemption Date”)12-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, Date occurring 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 thereofdate: 2022 103.250% 2023 101.625% 2024 and thereafter 100.000% In connection with any redemption of Notes (including with net cash proceeds of an 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 consummation of the any related Equity Offering. (d) On and after May 15, 2016consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Issuer redemption date may redeem be delayed until such time as any or all such conditions shall be satisfied (or waived by the NotesIssuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in whole the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in part at their sole discretion) by the redemption prices date, or by the redemption date so delayed. If any such condition precedent has not been satisfied, the Issuers shall provide written notice to the Trustee prior to the close of business two (expressed as percentages of principal amount 2) Business Days prior to the redemption date. Upon receipt, the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be redeemed) set forth belowperformed by another Person. Unless the Issuers default in the payment of the redemption price, plus accrued and unpaid interest, if any, interest will cease to the Redemption Date, subject to the right of Holders of record accrue on the relevant Record Date to receive interest due Notes or portions thereof called for redemption 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 applicable redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturedate.

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[Reserved]. (b) At any time or from time to time on or after July 15, 2014, the Issuers, at their option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the period subsequent to July 15, 2014 and each of the subsequent dates indicated: July 15, 2014 105.000 % January 15, 2015 102.500 % January 15, 2016 101.125 % January 15, 2017 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. (c) At any time or from time to time prior to May January 15, 20162013, the Issuer Issuers, at their option, may redeem all or a part up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 110.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remain outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering. (d) In addition, the Issuers may, at their option, redeem all (but not less than all) of the Notes then outstanding, in each case at 100% of the principal amount of the Notes redeemed Notes, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption redemption, if the Issuers have become, or the Issuers reasonably determine that they would become, obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of change in law (including any change occurring pursuant to regulations promulgated thereunder or treaties of any Relevant Taxing Jurisdiction) or change in the interpretation or administration of law, regulation, ruling or treaty (including any change pursuant to a holding by a court of competent jurisdiction) (each such change, a “Redemption DateChange in Tax Law”), subject to the rights of Holders of Notes if such Change in Tax Law is announced and becomes effective 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 and the occurrence Issuers reasonably determine that such obligation cannot be avoided by the use of each such redemptionreasonable measures available to them (not including a substitution of the Issuer); provided further that each any such redemption occurs within 180 days pursuant to this clause (d) may be made only with the cash proceeds of a Qualified Equity Offering or the date incurrence of closing of each such Equity OfferingRefinancing Indebtedness. Notice of any such redemption upon any Equity Offering may must be given prior within 60 days of the announcement or the effectiveness of any such Change in Tax Law. Prior to the publication or mailing of any notice of 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 foregoing, the Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of Sections 3.01 through 3.06 facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent legal counsel of recognized standing to the effect that the Issuers have been or will become obligated to pay Additional Amounts as a result of the IndentureChange in Tax Law.

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, 20162027, the Issuer may is entitled, on any one or more occasions, to redeem all or a part of the Notes Notes, 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 interestinterest on the Notes being redeemed to, if anybut excluding, to the date of redemption applicable Redemption Date (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 as provided in Section 3.07(g) falling on or prior to such Redemption Date). Promptly after the determination thereof, with the net cash proceeds received Issuer shall give the Trustee written notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) At any time prior to August 1, 2027, the Issuer is entitled, on any one or more Equity Offerings; provided that at least 50occasions, to redeem up to 40% of the sum of the aggregate principal amount of 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; provided further that each such (including Additional Notes, if any) at a redemption occurs within 180 days price equal to 106.375% 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, being redeemed plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to to, but excluding, the applicable Redemption Date, Date (subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to such Redemption Date as provided in Section 3.07(g)) using cash in an amount not to exceed the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer); and (2) such redemption occurs prior to the date that is 180 days after the date of the closing of such Equity Offering. (c) Except pursuant to Section 3.07(a), (b) or (g), the Notes shall not be redeemable at the Issuer’s option prior to August 1, 2027. (d) On or after August 1, 2027, the Issuer is entitled, on any one or more occasions, to redeem all or a part of the Notes, at the redemption prices (expressed as percentages of the principal amount of the Notes being redeemed) set forth below plus accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the applicable Redemption Date, subject to the rights of Holders of record of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to such Redemption Date as provided in Section 3.07(g)), if redeemed during the twelve-twelve month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2027 103.188 % 2017 102.500 2028 101.594 % 2018 101.250 % 2019 2029 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of in accordance with Sections 3.01 through 3.06 3.06. In no event shall the Trustee have any obligation to or be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the IndentureNotes eligible under this Indenture to be redeemed. (f) Notice of any redemption or purchase of Notes may, at the Issuer’s discretion, be subject to one or more conditions precedent. If such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall have been satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or the purchase date, or by the Redemption Date or purchase 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. In addition, the Issuer may provide in such notice that payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person. In no event shall the Trustee have any obligation to or be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed or have any obligation to calculate or verify the calculation of the amount of the redemption price. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly 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 validly withdrawn by such Holders, the Issuer or, at the Issuer’s election, 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 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, thereon, to, but excluding, the Redemption Date. (h) If the Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to but excluding such Redemption Date shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Issuer on such 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 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, 20162015, the Issuer Company may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, at a redemption price equal to 105.000104.250% of the aggregate principal amount thereofthereof (if the redemption occurs prior to May 15, 2013) or at a redemption price equal to 108.500% of the aggregate principal amount thereof (if the redemption occurs on or after May 15, 2013 and prior to May 15, 2015), in each case 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, with the net cash proceeds received of by the Company from one or more Equity Offerings; provided that that: (i) at least 50% 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 (other than Notes or Additional Notes held by the Company or any of its Affiliates) remains outstanding immediately after the occurrence of each such redemption; provided further that and (ii) each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice . (b) At any time prior to May 15, 2015, the Company may redeem all or a part of any the Notes, upon notice as described in the Indenture, at a redemption upon any Equity Offering may be given prior price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the redemption thereofdate (the “Redemption Date”), and any such redemption or notice maysubject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the IssuerCompany’s discretionoption prior to May 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On and or after May 15, 20162015, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part upon not less than 30 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 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 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 2015 106.375 % 2016 103.750 104.250 % 2017 102.500 102.125 % 2018 101.250 % 2019 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 prior to May December 15, 20162019, the Issuer may may, at its option, redeem all or a part of the Notes Notes, upon notice in accordance with paragraph 7 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 to, but not including, 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 falling prior to or on the Redemption Date. (cb) Until May At any time prior to December 15, 20162019, the Issuer may, at its option, upon notice in accordance with paragraph 7 hereof, 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 105.000105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, but not including, 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 falling prior to or on the Redemption Date, with the net cash proceeds received of one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any (including Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that and (ii) 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 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 December 15, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon notice in accordance with paragraph 7, 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 not including, 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 falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2019 104.125 % 2017 102.500 2020 102.750 % 2018 101.250 2021 101.375 % 2019 2022 and thereafter 100.000 % (d) In connection with any tender offer (excluding any Change of Control Offer or any Asset Sale Offer) for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable tender settlement date, 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 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 shall have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid 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, thereon, to, but not including, the Redemption Date or purchase date, as the case may be, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date or purchase date, as the case may be. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 of the Indenture. (f) Any redemption pursuant to the Indenture, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of an Equity Offering or other corporate transaction. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such 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 such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.

Optional Redemption. (a) Except as described below under clauses 5(b)On and after December 15, 5(c) and 5(d) hereof2019, the Notes will not be redeemable Company shall have the option to redeem all or a portion of the Notes, at the Issuer’s redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest thereon, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 2019 103.000 % 2020 102.000 % 2021 101.000 % 2022 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to December 15, 2017, the Company may, at its option, on any one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price equal to 106.0% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date with the net cash proceeds of one or more Equity Issuances; provided that: (i) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries or Affiliates); and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Issuance. (bc) At any time prior to May December 15, 20162019, the Issuer may redeem all or a part of the Notes may also be redeemed at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest thereon, 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 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, 20162020, 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 the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.000105.250% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Special Interest, if any, 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 an amount of cash not greater than the net cash proceeds received of one or more an Equity Offerings; Offering by the Company, provided that that: (A) 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 but excluding Notes held by the Indenture after the Issue Date Company and 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. (db) On and after May At any time prior to January 15, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest and Special Interest, if any, 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 Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2020. (e) On or after January 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided 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 Special Interest, if any, on the Notes redeemed, 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 Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May January 15 of each 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 Year Percentage 2020 103.938 % 2017 102.500 2021 102.625 % 2018 101.250 2022 101.313 % 2019 2023 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 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: Period Percentage 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 April 15, 20162018, 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 the Notes issued under this Indenture at a redemption price equal to 105.000106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% 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 initially issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each following such redemption; provided further that each and (ii) any such redemption occurs shall be made within 180 90 days of the date of the closing of each any such Equity Offering. (b) At any time prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (c) The redemption price for Notes that are redeemed on or after the Par Call Date will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (d) 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, 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 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. The redemption price shall be calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to rely on such calculation. Notice of any redemption redemption, including, without limitation, upon any an Equity Offering may be given prior to the redemption thereofOffering, 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 a related Equity Offering. (d) On and after May 15. If such redemption notice is subject to satisfaction of one or more conditions precedent, 2016such notice shall state that, in the Issuer’s discretion, the Issuer redemption date may redeem the Notes, in whole be delayed until such time as any 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 all such conditions shall be made pursuant to satisfied (or waived by the provisions Issuer in its sole discretion), 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 by the date of Sections 3.01 through 3.06 redemption, or by the date of the Indentureredemption so delayed.

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 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(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 Sections 5(b), ) and 5(c) and 5(d) hereofbelow, the Notes will shall not be redeemable at the Issuer’s optionoption before September 15, 2017. (b) At any time prior to May September 15, 20162017, 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 calculated by the Issuer 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 September 15, 2017, 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 109.000% 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 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 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 September 15, 20162017, 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 September 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 106.750 % 2018 101.250 104.500 % 2019 102.250 % 2020 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 On or after May 1, 2019, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from time to time, at the Redemption Prices (expressed as described percentages of principal amount) set forth below under clauses 5(bplus accrued and unpaid interest thereon, if any, on the Notes redeemed, to the applicable Redemption Date (subject to the right of 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), 5(c) if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2019 102.813 % 2020 101.406 % 2021 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior to May 151, 20162019, 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 any one or more occasions redeem up to 35an aggregate of 40% of the aggregate principal amount of Notes (including any Additional Notes) then outstanding under this Indenture at a redemption price equal to 105.000Redemption Price of 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, but not including the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, ) with an amount not greater than the net cash proceeds received aggregate Net Cash Proceeds of one or more Equity OfferingsOfferings (x) by the Issuer or (y) by any direct or indirect parent of the Issuer 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; provided that (1) at least 5060% 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 on the Issue Date remains remain outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuer and its Subsidiaries); provided further that and (2) each such redemption occurs within 180 120 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 In addition, at any time prior to May 151, 20162019, the Issuer may on any one or more occasions redeem the Notes, in whole all or in a part at the redemption prices (expressed as percentages of principal amount of the Notes at a Redemption Price equal to be redeemedthe sum of: (1) set forth belowthe principal amount thereof, plus (2) the Applicable Premium at the Redemption Date, plus (3) accrued and unpaid interest, if any, to to, but not including, the applicable Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date 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 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %). (ed) Any redemption pursuant to this paragraph 5 Section 3.7 shall be made pursuant to the provisions of Sections 3.01 Section 3.1 through 3.06 Section 3.6 hereof. (e) The Notes will not be redeemable at the option of the Indenture.Issuer except as set forth in this Section 3.7, Section 3.8

Optional Redemption. The Issuer may (a) Except as described below under clauses 5(b), 5(cupon at least three (3) and 5(d) hereofEurodollar Business Days' irrevocable notice to the Administrative Agent, the Calculation Agent and the Paying Agent, repay the Long Term Trade Series Notes will not be redeemable at outstanding on the Issuer’s option. (b) At last day of any time prior to May 15Interest Period, 2016in whole or in part, the Issuer may redeem all or a part of the Notes at a redemption price equal to of 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes, if any, (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the “Redemption Date”Long Term Trade Series Notes in whole, or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes (including without limitation, any Additional Amounts), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. if any, and (c) Until May 15, 2016, redeem the Long Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer maywould be required to pay any Additional Amounts, at its option, on one or more occasions redeem up to 35a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes (including, without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be in respect of an aggregate principal amount of Notes at a redemption price equal to 105.000% US$100,000 or an integral multiple of the aggregate principal amount thereof, plus accrued US$1,000 in excess thereof 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 pro rata among all Long Term Trade Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the provisions of Sections 3.01 through 3.06 of remaining scheduled principal payments under the IndentureLong Term Trade Series Notes in accordance with the respective amounts 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 July 15, 20162021, 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 July 15, 20162021, 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 July 15 of each of the years indicated below: 2016 103.750 2021 102.688% 2017 102.500 2022 101.344% 2018 101.250 % 2019 2023 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.000% In addition, until July 15, 2021, 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 105.375% 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. (ai) Except as described below under clauses 5(bpursuant to Section 6(b), 5(c) the Corporation may not redeem the Series E Preferred prior to July [•], 2010. From and 5(d) hereofafter July [•], 2010, the Notes will not be redeemable Corporation may at the Issuer’s option. (b) At any time prior and from time to May 15, 2016, the Issuer may time redeem all or a part any portion of the Notes at Series E Preferred Shares then outstanding pursuant to this Section 6(a) (an “Optional Redemption”). Upon the consummation of any Optional Redemption, the Corporation shall pay to each holder of Series E Preferred a redemption price equal per Series E Preferred Share (with respect to 100% of the principal amount of the Notes each Series E Preferred Share to be redeemed plus the Applicable Premium as ofin such Optional Redemption, and accrued and unpaid interest, if any, to the date of redemption (the “Optional Redemption DatePrice”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.) equal to: (cA) Until May 15if such redemption occurs at any time after July [•], 20162010 but on or prior to July [•], the Issuer may2012, 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 50then 120% of the sum of the aggregate principal amount of Notes originally issued under Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Indenture and Liquidation Value or 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 previously accrued dividends); (B) if such redemption occurs within 180 days at any time after July [•], 2012 but on or prior to July [•], 2014, then 115% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); and (C) if such redemption occurs at any time after July [•], 2014, then 100% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); provided that if a Change of Control occurs on or prior to the one-year anniversary of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given on which an Optional Redemption is consummated pursuant to this Section 6(a)(i), then the Corporation shall, simultaneously with or prior to the redemption thereofsuch Change of Control, and any such redemption or notice may, at the Issuer’s discretion, be subject pay to one or more conditions precedent, including, but not limited to, completion each holder of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the NotesSeries E Preferred an amount per share, in whole or in part at cash, equal to the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestpositive difference, if any, between (1) the Change of Control Price that would have been payable had such prior redemption been consummated as a Mandatory Redemption pursuant to Section 6(b), and (2) the applicable Optional Redemption Price. (ii) The Corporation shall deliver notice of an Optional Redemption to the holders of Series E Preferred at least fifteen days prior to the date of such Optional Redemption (the “Optional Redemption Date”). Such notice shall state the Optional Redemption Date, subject the Optional Redemption Price, the number of shares of Series E Preferred to be redeemed, and the place or places where certificates for shares of Series E Preferred are to be surrendered to the right of Holders of record on Corporation for redemption by Series E Preferred holder, in the relevant Record Date to receive interest due on manner and at 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 %place designated. (eiii) Any redemption The number of Series E Preferred Shares to be redeemed from each holder thereof in an Optional Redemption pursuant to this paragraph 5 Section 6(a) shall be made pursuant the number of Series E Preferred Shares determined by multiplying the total number of Series E Preferred Shares to be redeemed times a fraction, the provisions numerator of Sections 3.01 through 3.06 which shall be the total number of Series E Preferred Shares then held by such holder and the Indenturedenominator of which shall be the total number of Series E Preferred Shares then outstanding.

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. (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)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, and Additional Amounts, 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, and Additional Amounts, 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)The Issuer may redeem the Notes, 5(c) and 5(d) hereofin whole or in part, at any time on or after April 15, 2016. The Redemption Price for the Notes (expressed as a percentage of principal amounts) will not be redeemable at as follows, plus accrued and unpaid interest to the Issuer’s option.Redemption Date, if redeemed during the 12-month period commencing on April 15 of any year set forth below: 2016 104.750% 2017 102.375% 2018 and thereafter 100.000% (b) At any time prior to May April 15, 2016, the Issuer Notes may redeem all also be redeemed by or a part on behalf of the Notes Issuer, in whole, or in part, at the Issuer’s option (a “Make-Whole Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued but unpaid interest and unpaid interestAdditional Interest, if any, to to, the date of redemption pursuant to such Make-Whole Redemption (the “Make-Whole 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 At any time prior to April 15, 2016, the Issuer may, at its option, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the 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, issued under this Indenture with the net cash proceeds received of one or more Equity OfferingsOfferings at a Redemption Price (expressed as a percentage of principal amount) of 109.500% of the principal amount thereof plus accrued and unpaid interest to the Redemption Date; provided that at least 50not less than 65% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after on the Issue Date 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 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 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Issuer 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 prior to May March 15, 20162015, 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 or delivered by electronic transmission 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 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. (cb) Until May March 15, 20162015, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000108.750% 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 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 5065% 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 (excluding Notes and Additional Notes held by the Issuers or Subsidiaries or Affiliates of the Issuers) 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 completion 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 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 Issuers’ option prior to March 15, 2015. (d) On and after May March 15, 20162015, the Issuer Issuers 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, or by electronic transmission with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with a copy to the Trustee, 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 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 March 15 of each of the years indicated below: 2015 104.375 % 2016 103.750 102.188 % 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 June 15, 20162020, the Issuer may at its option on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof 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. (b) At any time prior to June 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.00% 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) 106.000% of the aggregate principal amount thereof, with 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 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 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 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 and the Issuer purchases, or any third party making such Change of Control 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 Change of Control Offer , plus, to the extent not included in the Change of Control 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 this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to June 15, 2020. (e) On and after May June 15, 20162020, 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 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 June 15 of in each of the years indicated below: 2016 103.750 2020 103.000 % 2017 102.500 2021 101.500 % 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 3.06. (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, 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. (i) If the Issuer effects an optional redemption of Notes, it shall, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on its Euro MTF market and its applicable rules and regulations so require, inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption.

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 April 15, 20162025, 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 excluding, to the applicable redemption 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 On or after April 15, 20162025, 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 excluding, 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 April 15 of the years set forth in the table below: 2025 102.625% 2026 101.313% 2027 and thereafter 100.000% (c) Notwithstanding the foregoing, at any time and from time to time on or prior to April 15, 2025, 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 105.250%, plus accrued and unpaid interest 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, 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 after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 120 days of after the date of closing of each on which any such Equity Offering. Notice Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of any Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. (d) 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, including completion of the related an Equity OfferingOffering or other corporate transaction. (de) On Except pursuant to clauses (a), (b) and after May 15, 2016(c) of this Section 3.07, the Issuer may redeem Notes will not be redeemable at the Issuers’ option prior to the maturity date of 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 %. (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 Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) On and 5(d) after the date hereof, the Company shall be entitled to redeem the Notes will (which includes Additional Notes, if any) at its option, in whole or in part, upon not be redeemable less than 30 nor more than 60 days’ notice, at the Issuer’s option. following redemption prices (bexpressed as percentages of the principal amount thereof) At any time (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on October 15 of the year set forth below: 2015 104.125 % 2016 102.750 % 2017 101.375 % 2018 100.000 % In addition, prior to May October 15, 20162015, the Issuer Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 105.50%, 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 an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, 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 Company); provided, however, that: (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to October 15, 2015, the Company shall be entitled at its option to redeem all or a part 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, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (c) Until May 15“DTC”), 2016in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the Issuer may, at its option, on one or more occasions redeem up to 35% case 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 anycertificated notes (and, to the Redemption Dateextent permitted by applicable procedures and regulations, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateelectronically), with the net cash proceeds received of one or not less than 30 nor 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 than 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 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 Offeringdate. (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) 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 or a part of the Notes Notes, upon notice as described 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, 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 On and after February 15, 20162015, the Issuer may redeem the Notes, in whole or in part, upon notice as described in 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 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, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: 2015 105.188 % 2016 102.594 % 2017 and thereafter 100.000 % (d) In addition, until February 15, 2015, the Issuer may, at its option, on one or more occasions occasions, upon notice as described in the Indenture, redeem up to 3540% of the aggregate principal amount of Notes 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, 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, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the original aggregate principal amount of Notes originally issued under the Indenture and the original principal amount of 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 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 an Equity Offering or other corporate or financing transaction, including any transaction (or series of related Equity Offeringtransactions) that constitutes a Change of Control. (df) On and after May 15, 2016If the Issuer redeems less than all of the outstanding Notes, the Issuer may redeem Registrar and Paying Agent shall select the Notes, Notes to be redeemed in whole or the manner described under Section 3.02 of the Indenture. (g) If Holders of not less than 90% in part at the redemption prices (expressed as percentages of 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 4.15(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 not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to be redeemed) set forth belowthe Change of Control Offer described above, plus to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to thereon, to, but excluding 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 %redemption. (eh) 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 Notes at the Issuer’s optionits option prior to January 15, 2016. (b) At any time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice delivered by electronic transmission or 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 interestinterest and Additional Interest, if any, to the 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 On and after January 15, 2016, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice delivered by electronic transmission or mailed by first-class mail to the registered address of each Holder of Notes or otherwise 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 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 12-month period beginning on January 15 of each of the years indicated below: 2016 108.438 % 2017 105.625 % 2018 102.813 % 2019 and thereafter 100.000 % (d) In addition, until January 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 105.000111.250% 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 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 (i) that at least 50% of the sum of the original aggregate principal amount of Notes originally issued under the this Indenture and the original principal amount of any Additional Notes that are Notes issued under the this Indenture after the initial Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further redemption and (ii) that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. . (e) Notice of any redemption upon or any Equity Offering 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 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 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. (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 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 At any time prior to December 18, 2026, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes treated as described below the same class as the Initial Notes) issued under clauses 5(bthe Indenture at a redemption price equal to 107.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith an amount not to exceed the net cash proceeds of an Equity Offering; provided that: (1) and 5(dat least 50% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes treated as the same class as the Initial Notes, but excluding Notes held by the Company or any of its Subsidiaries) hereofremain outstanding immediately after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and (2) the Notes will not be redeemable at redemption occurs within 180 days of the Issuer’s optiondate of the closing of such Equity Offering. (b) At any time prior to May 15December 18, 20162026, the Issuer Company may on any one or more occasions redeem all or a part portion 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 to, if anybut excluding, to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date). (c) Until May 15At any time prior to December 18, 20162027, the Issuer may, at its option, Company may on any one or more occasions redeem up to 3510% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) during any 12-month period at a redemption price equal to 105.000103% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, date of redemption (subject to the right of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date). (d) Except pursuant to clauses (a), (b), (c) and (h) of this Section 5, the Notes will not be redeemable at the Company’s option prior to December 18, 2026. (e) On or after December 18, 2026, the Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on December 18 of the years indicated below (subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date, Date occurring on or prior to the redemption date): 2026 103.875 % 2027 101.938 % 2028 and thereafter 100.000 % (f) In connection with any redemption of Notes (including with an amount not to exceed the net cash proceeds received of one or more an Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and Offering), 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 may, at the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may Company’s discretion, be given prior to the redemption thereof, completion of a transaction 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 consummation of the any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), 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 Company in its sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (dg) On If the optional redemption date is on or after a record date and after May 15, 2016on or before the corresponding Interest Payment Date, the Issuer may redeem accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. (h) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in whole or in part at the redemption prices (expressed as percentages of aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 date, to be redeemedredeem all (but not less than all) set forth belowNotes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, plus to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to thereon, to, but excluding, the Redemption Date, date of such redemption (subject to the right of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date). In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Sale Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successors thereof, shall be deemed to be outstanding for the purposes of such tender offer. (i) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the relevant Interest Payment Date, if redeemed during Notes or portions thereof called for redemption on and after 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 applicable redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturedate.

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, 20162013, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, 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 redeemed, plus the 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 May Prior to February 15, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 105.000100% of the aggregate principal amount thereof, plus a premium equal to the interest rate per annum on the Notes applicable on the date on which the notice of redemption is given, plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to but excluding the 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 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 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 The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 5.7, the Notes will not be given redeemable at the Company’s option prior to the redemption thereofFebruary 15, 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 Offering2013. (d) On and after May February 15, 2016, 2013 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 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 February 15, of each of the years indicated in the table below: 2013 104.000 % 2014 103.000 % 2015 102.000 % 2016 103.750 % 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(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to April 15, 2018. (b) At any time prior to May April 15, 2016, 2018 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 April 15, 20162018, 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 105.000106.000% 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 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 April 15, 20162018, 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.................................................................................................... 104.500 % 2017 102.500 2020.................................................................................................... 103.000 % 2018 101.250 % 2019 and thereafter 100.000 2021.................................................................................................... 101.500 % (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) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162022, the Issuer may redeem all or a part portion of the Notes 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 date of redemption Redemption Date (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 15, 20162022, the Issuer may redeem the Notes, in whole or in part part, at the following 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 15 of each of the years indicated below: 2016 103.750 2022 103.000 % 2017 102.500 2023 101.500 % 2018 101.250 % 2019 2024 and thereafter 100.000 % % In addition, until May 15, 2022, the Issuer may, at its option, 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 106.000% 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 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (eincluding 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. Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 Section 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 prior to May 15June 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 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 15June 1, 20162014, 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 105.000100% of the aggregate principal amount thereof, plus a premium equal to the stated interest rate per annum on the Notes, 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 15June 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, 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: 2015 104.025 % 2016 103.750 102.683 % 2017 102.500 101.342 % 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 October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) 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. (b) At any time prior to October 15, 2020, 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 this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 109.750% 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 Company, 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 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 redemption (unless all such Notes are redeemed substantially concurrently) 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, Alternate 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, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate 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 not less than 10 days’ nor more than 60 days’ 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, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate 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) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part part, 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 15 of each of the years periods indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 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 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, 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 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 Indenturerelated transaction or event, as the case may be.

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(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 At any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthis Indenture at a redemption price equal to 105.50% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(d) hereof, at least 50% of the aggregate principal amount of the Notes will not be redeemable at (including any Additional Notes) then outstanding remains outstanding immediately after the Issuer’s optionoccurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); 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 April 15, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the Holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn 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 in an offer, Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of 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 Offeringoffer. (d) On and after May Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 15, 20162024. (e) On or after April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion 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, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May April 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 102.750% 2017 102.500 2025 101.375% 2018 101.250 % 2019 2026 and thereafter 100.000 100.000% (ef) Any redemption of Notes may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if any redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption 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 by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). 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 (whether or not a Business Day). (g) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to this paragraph 5 shall one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturecancelled and all obligations thereunder terminated.

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, 20162024, 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, upon notice as provided in the Indenture, at a redemption price equal to 105.000of 107.125% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the Redemption Datedate of redemption (subject to the right of 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), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that: (A) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days after the date of the closing of each such Equity Offering. (b) Prior to June 1, 2024, 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 the sum of the principal amount of the Notes redeemed, plus the Make Whole Premium at, plus accrued and unpaid interest, if any, to, the 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 an Interest Payment Date, with the net cash proceeds received of one Date that is on 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 thereofdate. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and any such redemption or notice maypursuant to the conditions in, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion Section 4.15(h) of the related Equity OfferingIndenture. (d) On and after May 15June 1, 20162024, 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 any, on the Notes to be redeemed to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate 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: 2016 103.750 2024 103.563% 2017 102.500 2025 101.781% 2018 101.250 % 2019 2026 and thereafter 100.000 ........................................................... 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)The Issuer may redeem the Notes, 5(c) and 5(d) hereofin whole or in part, at any time on or after February 15, 2011. The Redemption Price for the Notes (expressed as a percentage of principal amount) will not be redeemable at as follows, plus accrued and unpaid interest to the Issuer’s option.Redemption Date, if redeemed during the 12-month period commencing on February 15 of any year set forth below: 2011 104.875 % 2012 102.438 % 2013 and thereafter 100.000 % (b) At any time prior to May February 15, 20162011, the Issuer Notes may redeem all also be redeemed by or a part on behalf of the Notes Issuer, in whole, or in part, at the Issuer’s option (a “Make-Whole Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued but unpaid interest and unpaid interestAdditional Interest, if any, to to, the date of redemption pursuant to such Make-Whole Redemption (the “Make-Whole 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 At any time prior to February 15, 20162010, the Issuer may, at its option, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Equity Interests) of the Parent (to the extent such net cash proceeds have been contributed to the equity capital of the Issuer , at a redemption price equal Redemption Price (expressed as a percentage of principal amount) of 109.75% of the principal amount thereof plus accrued and unpaid interest to 105.000the Redemption Date; provided that at least 65% 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 on the Issue Date 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 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 hereof. Unless the Issuer 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 prior to May July 15, 20162028, the Issuer Company 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 hereof at a redemption price (as calculated by the Company) 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. (b) At any time prior to July 15, 2028, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.375% 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 Company, 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 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 redemption (unless all such Notes are redeemed substantially concurrently) 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, Alternate 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, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ 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, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate 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) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to July 15, 2028. (e) On and after May July 15, 20162028, the Issuer Company may at its option and on one or more occasions redeem the Notes, in whole or in part part, 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 July 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 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 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Company or 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 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 Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, 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), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15November 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 interestinterest and Additional Interest, if any, to 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. (cb) Until May 15Prior to November 1, 20162010, 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 105.000110.250% 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; 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 November 1, 2011. (d) On From and after May 15November 11, 20162011, 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 November 1 of each of the years indicated below: 2016 103.750 2011 105.125 % 2017 102.500 2012 102.563 % 2018 101.250 % 2019 2013 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. 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 151, 20162014. 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 interestinterest and Additional 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 May 1 of the years indicated below: 2014 104.875% 2015 103.250% 2016 101.625% 2017 and thereafter 100.000% (cb) Until Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to May 151, 20162014, 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 106.50% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional 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 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 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 In addition, at any time prior to May 151, 20162014, 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 interestinterest and Additional 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 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 December 15, 20162019, the Issuer may may, at its option, redeem all or a part of the Notes Notes, upon notice in accordance with 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 to, but not including, 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 falling prior to or on the Redemption Date. (cb) Until May At any time prior to December 15, 20162019, the Issuer may, at its option, upon notice in accordance with Section 3.03 hereof, 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 105.000105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, but not including, 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 falling prior to or on the Redemption Date, with the net cash proceeds received of one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any (including Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that and (ii) 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 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 December 15, 20162019, the Issuer may may, at its option, redeem the Notes, in whole or in part part, 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 not including, 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 falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2019 104.125 % 2017 102.500 2020 102.750 % 2018 101.250 2021 101.375 % 2019 2022 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 hereof. (e) Any notice of any redemption pursuant to this Section 3.07, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the Indenturecompletion thereof, and any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of an Equity Offering or other corporate transaction. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such 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 such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. (f) The Issuer and its Affiliates may acquire the Notes by means other than a redemption pursuant to this Section 3.07, whether by tender offer, open market purchases, negotiated transactions or otherwise.

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 below under clauses 5(b(b), 5(c(d) and 5(d(e) hereofof this Section 6 and in clauses (a), (c) and (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s optionoption prior to December 1, 2018. (b) At any time prior to May 15December 1, 20162018, the Issuer may on one or more occasions 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 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”), plus (iii) accrued and unpaid interest and Additional Interest, if any, to but excluding 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. (c) On and after December 1, 2018, the Issuer may redeem the Notes, in whole or in part, 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 and Additional Interest, if any, 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 December 1 of each of the years indicated below: 2018 103.938 % 2019 101.969 % 2020 and thereafter 100.000 % (d) Until May 15December 1, 20162018, the Issuer may, at its option, and on one or more occasions occasions, redeem up to 3535.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.000107.875% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Additional 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 received of by it from one or more Equity OfferingsOfferings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity Offering; 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 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. (e) At any time and from time to time prior to December 1, 2018, the Issuer may at its option redeem during each 12-month period commencing with the Issue Date up to 10% of the aggregate principal amount of the Notes issued hereunder, including any Additional Notes, upon notice in accordance with Section 3.03 of the Indenture at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional 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. (f) Any redemption pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 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, completion of the related Equity Offering. (d) On and after May 15Offering or other transaction. In addition, 2016if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall state that, in the Issuer’s discretion, the Issuer Redemption Date may redeem be delayed until such time as such conditions shall be satisfied or waived. The Issuer, the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of Investors and their respective Affiliates may acquire 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 by means other than a redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the IndentureSection 6, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. The Issuer may (a) Except as described below under clauses 5(b), 5(cupon at least three (3) and 5(d) hereofEurodollar Business Days' irrevocable notice to the Administrative Agent, the Calculation Agent and the Paying Agent, repay the Short Term Trade Series Notes will not be redeemable at outstanding on the Issuer’s option. (b) At last day of any time prior to May 15Interest Period, 2016in whole or in part, the Issuer may redeem all or a part of the Notes at a redemption price equal to of 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes, if any, (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the “Redemption Date”Short Term Trade Series Notes in whole, or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes (including without limitation, any Additional Amounts), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. if any, and (c) Until May 15, 2016, redeem the Short Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer maywould be required to pay any Additional Amounts, at its option, on one or more occasions redeem up to 35a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes (including, without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be in respect of an aggregate principal amount of Notes at a redemption price equal to 105.000% US$100,000 or an integral multiple of the aggregate principal amount thereof, plus accrued US$1,000 in excess thereof 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 pro rata among all Short Term Trade Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the provisions of Sections 3.01 through 3.06 of remaining scheduled principal payments under the IndentureShort Term Trade Series Notes in accordance with the respective amounts thereof.

Optional Redemption. (a) Except as described below At any time prior to February 1, 2029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthis Indenture at a redemption price equal to 105.625% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Notes will not be redeemable at (including any Additional Notes) then outstanding or (b) $300.0 million aggregate principal amount of the Issuer’s optionNotes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); 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 15February 1, 20162029, the Issuer may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. Promptly after the calculation of the redemption price under this clause (b), the Issuer shall give the Trustee notice thereof. (c) Until May 15At any time, 2016in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if at least 90% in the aggregate principal amount of the Notes then outstanding are purchased in such offer, the Issuer mayor such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at its optiona price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on one the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or more occasions prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) At any time prior to February 1, 2029, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 3510% of the aggregate principal amount of Notes the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 105.000103% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date, redemption date (subject to the right 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 Date falling on 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 thereofdate); provided that in any given calendar year, any amount not utilized pursuant to this Section 3.07(e) may be carried forward to subsequent calendar years and any may be used in such redemption calendar year prior to utilizing the capacity in this Section 3.07(e) for such calendar year. (e) Except pursuant to the preceding clauses (a) through (d) or notice maySection 3.07(h), the Notes will not be redeemable at the Issuer’s discretionoption prior to February 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2029. (df) On and or after May 15February 1, 20162029, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Notes 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 Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each February 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2029 102.813% 2017 102.500 2030 101.406% 2018 101.250 % 2019 2031 and thereafter 100.000 100.000% (eg) 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 connection with any redemption of Notes (including with net cash proceeds of an Equity Offering) made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice 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 as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indentureredemption notice in such case), or 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. Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of the Notes. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). 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 (whether or not a Business Day). (h) If, as a result of (i) any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date) or (ii) any amendment to, or change in, the existing written official position or the introduction of an official written position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, including by virtue of a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law”), the Issuer or any Guarantor has become or will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable, Additional Amounts or indemnification payments in respect of Taxes payable pursuant to Regulation 803 of the Tax Act, or any similar or successor provisions, as described in Section 4.19 hereof with respect to the Relevant Taxing Jurisdiction, which payment the Issuer or such Guarantor cannot avoid with the use of reasonable measures available to it (provided that changing the jurisdiction of the Issuer is not a reasonable measure for purposes of this Section 3.07(h)), then the Issuer may, at its option, redeem all but not less than all of the Notes, upon not less than 10 nor more than 60 days’ notice prior to the earliest date on which the Issuer or a Guarantor, as applicable, would be required to pay such Additional Amounts or indemnification payments in respect of Taxes payable pursuant to Regulation 803 of the Tax Act, or any similar or successor provisions, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date (the “Tax Redemption Date”) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any. Prior to the giving of any notice of redemption described in this Section 3.07(h), the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied, and (b) a written legal opinion of independent tax counsel to the Issuer or such Guarantor, as applicable, of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably acceptable to the Trustee to the effect that the Issuer or such Guarantor, as applicable, has or will become obligated to pay such Additional Amounts or indemnification payments as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Issuer or Guarantor. (i) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

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), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. set forth in clause[s] (b) At any time prior to May 15, 2016[and (c)] of this Section 1103, the Issuer may shall not have the option to redeem all or a part of the Notes at a redemption price equal pursuant to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofthis Section 1103 prior to [·], and accrued and unpaid interest2022. On or after [·], if any2022, 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, 2016any one or more occasions, the Issuer may, at its option, on one or more occasions redeem up shall have the option 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 any time, 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 on the Notes redeemed to the Redemption Date, applicable 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), if redeemed during the twelve-month period beginning on May 15 of each [·] of the years indicated below: 2016 103.750 2022 106.000 % 2017 102.500 2023 104.000 % 2018 101.250 2024 102.000 % 2019 2025 and thereafter 100.000 % (b) Prior to [·], 2022, the Issuer may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of: (i) the principal amount thereof, plus (ii) the Make Whole Premium at the redemption date, plus (iii) 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 an interest payment date that is on or prior to the redemption date). (c) The Notes may be redeemed, as a whole, following certain Change of Control Offers pursuant to Section 1007, at the Redemption Price and subject to the conditions set forth in such Section. (d) If a Redemption Date is after a record date and on or before the next Interest Payment Date, then (i) the Holder of a Note at the close of business on such record date will be entitled, notwithstanding such redemption, to receive, on such Redemption Date, the unpaid interest that would have accrued on such Note to such Redemption Date and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to such Redemption Date. (e) Any Notes called for redemption pursuant to this paragraph 5 shall must be made pursuant delivered to the provisions Paying Agent (in the case of Sections 3.01 through 3.06 certificated Notes) or the Depositary’s procedures must be complied with (in the case of Global Notes) for the Holder of those Notes to be entitled to receive the Redemption Price. (f) Notwithstanding anything to the contrary in this Section 1103, the Issuer may not redeem any Notes if the principal amount of the IndentureNotes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price and any related interest on the Redemption Date).

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 November 15, 2026. (b) At any time prior to May November 15, 20162026, 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 November 15, 20162026, 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 105.000107.375% 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 November 15, 20162026, 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 November 15 of each of the years indicated below: 2016 103.750 2026 103.688% 2017 102.500 2027 101.844% 2018 101.250 % 2019 2028 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 pursuant to the following paragraphs and as described below under clauses 5(b), 5(cset forth in Section 4.14(e) and 5(d) hereofof the Indenture, the Notes will not be redeemable at the IssuerCompany’s option. (b) At any time prior to May 15April 1, 20162024, the Issuer Issuers may on any 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 108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, 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), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to April 1, 2024, the Issuers 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 to, but not including, 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. (cd) Until May 15On or after April 1, 2016, 2024 the Issuer may, at its option, Issuers may on any one or more occasions redeem up to 35% all or a part 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 redeemedamount) set forth below, plus accrued and unpaid interest, if any, to 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 Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each April of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.000% Unless the provisions of Sections 3.01 through 3.06 Issuers default in the payment of the Indentureredemption price, or the redemption is subject to satisfaction of one or more conditions precedent and such conditions precedent are not satisfied, the Notes will become due and payable and 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 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 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(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 15November 1, 20162015, 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 under 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 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. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the 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 such Equity Offering. (cb) Until May 15At any time prior to November 1, 20162015, 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) 106.000% of the aggregate principal amount thereof, plus (ii) 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 by it from one or more Equity OfferingsOfferings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity Offering; 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 (excluding Notes held by the Issuer and its Subsidiaries) 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 . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, 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 November 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On and after May 15November 1, 20162015, 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 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 November 1 of each of the years indicated below: 2015 103.000 % 2016 103.750 101.500 % 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 hereof. (f) 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 in the open market or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(bAt any time and from time to time before May 1, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the outstanding Notes (which amount includes Additional Notes), 5(cat a redemption price of 110½% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon to the redemption date, with the net cash proceeds (other than any proceeds from the Initial Public Offering) of any one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under this Indenture (which amount includes Additional Notes, but excludes Notes held by the Company and 5(dits Subsidiaries) hereofremains outstanding immediately after each such redemption; and provided, further, that each such redemption shall occur within 90 days of the Notes will not be redeemable at date of the Issuer’s optionclosing of such Equity Offering. (b) At any time and from time to time prior to May 151, 20162014 the Company may, the Issuer may at its option, redeem all or a part portion 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 with respect to the Notes plus accrued and unpaid interest, if any, interest and Additional Interest thereon 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 Datedate. (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 Offering2014. (d) On and or after May 151, 20162014, the Issuer may redeem Notes will be subject to redemption at any time and from time to time at the Notesoption of the Company, in whole or in part part, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, below plus accrued and unpaid interest, if any, interest and Additional Interest 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 Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below: . 2014 105.250 % 2015 102.625 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 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 and after 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)The Co-Issuers, 5(c) and 5(d) hereofat their option, may redeem the Notes will not be redeemable in whole at the Issuer’s option. (b) At any time prior or in part from time to May 15time, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal (i) to 100% of the principal amount of the Notes redeemed to be redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, interest (if any, ) on the principal amount of Notes being redeemed to the (but not including) such redemption 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). The Trustee shall have no duty to verify the calculation of any redemption price made by the Company. For avoidance of doubt, on or after January 15, 2030 (at which time the Applicable Premium becomes zero), in no event will clause (ii) of this Section 3.07(a) result in an increase in the redemption price. (cb) Until May In addition, at any time prior to January 15, 20162028, the Issuer mayCo-Issuers, at its their option, may, on one or more occasions occasions, upon notice as described in Section 3.03, redeem up to 3540% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Indenture at a redemption price equal to 105.000(i) 110.000% of the aggregate principal amount thereof, in an aggregate amount not exceeding the aggregate gross cash proceeds of one or more Equity Offerings to the extent such proceeds are received by or contributed to a Note Party plus (ii) 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 record date to receive interest due on the relevant Interest Payment Date, with interest payment date falling on or prior to the net cash proceeds received of one or more Equity Offeringsredemption date; provided that (a) at least 5060% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture and Closing Date (including the principal amount of any Additional Notes issued under of the Indenture after the Issue Date same series) 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 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 % (ec) 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.