Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, 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 on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes 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 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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) of this Paragraph Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (5)d) On or after May 15, 2020, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, 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 on the relevant interest payment date), with the net cash proceeds of an Equity Offering; provided that (1) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (5)d) On or after May 15, 2020, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (af) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5)Sections 3.01 through 3.06 hereof and notice may, at any time prior to November 30in the Company’s discretion, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (be subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds satisfaction of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offeringconditions precedent. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, 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 on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes 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 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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) of this Paragraph Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (5)d) On or after May 15, 2020, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to January 15, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution. (b) At any time prior to January 15, 2013 the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the 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) of this Paragraph (5)Except pursuant to the preceding paragraphs, the Company Notes will not have be redeemable at the Company’s option prior to January 15, 2013. (d) On or after January 15, 2013 the Company may redeem all or a part of the Notes prior upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to November 30the applicable redemption date, 2019. if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2013 106.125 % 2014 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (af) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to September 15, 2020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, 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 on the relevant interest payment date), with the net cash proceeds of an Equity Offering; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to September 15, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to September 15, 2022. (5)d) On or after September 15, 2022, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 102.938 % 2023 101.958 % 2024 100.979 % 2025 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (af) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5)Sections 3.01 through 3.06 hereof and notice may, at any time prior to November 30in the Company’s discretion, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (be subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds satisfaction of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offeringconditions precedent. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (ba) At any time and (cfrom time to time on or after June 30, 2016, holder(s) of at least 51% of the Class A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Class A Preferred Shares subject to and in accordance with this Paragraph Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (5the “Redemption Notice”) to the Company specifying the intended date of redemption, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice (the “Redemption Date”). Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(a), the Company will not shall forward a copy of such Redemption Notice to each holder of the Series A Preferred Shares, Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the option right, but not the obligation, to require the Company to redeem all of the Notes prior then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Class A Preferred Shares, by written notice to November 30, 2019. Unless the Company defaults in within 15 days from the payment Company’s receipt of the redemption priceRedemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of doubt, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (aholder(s) of this Paragraph at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the Series B Preferred Shares (5including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time prior and from time to November time on or after June 30, 20192016, if holder(s) of the Class A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(a). No redemption shall be effected under this Article 8(iii)(1)(a) unless the Company may on any one or more occasions redeem up complies with its obligation to 35% forward a copy of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, relevant Redemption Notice to the redemption date (subject to the rights holders of the Holders on the relevant record date to receive interest on the relevant interest payment date)Series A Preferred Shares, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSeries E Preferred Shares. (b) At any time prior and from time to November time on or after June 30, 20192016, the Company may also redeem all or a part holder(s) of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100least 51% of the principal amount Series A Preferred Shares then outstanding may require the Company to redeem all of Notes redeemed plus the Applicable Premium as of, then outstanding Series A Preferred Shares subject to and accrued and unpaid interest and Additional Amounts, if any, in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(b) shall deliver a Redemption Notice to the Company specifying the intended date of redemption, subject which date shall be no less than thirty (30) days after the Redemption Date. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the Class A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series A Preferred Shares, by written notice to the rights Company within 15 days from the Company’s receipt of Holders the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b). For the avoidance of doubt, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(b). No redemption shall be effected under this Article 8(iii)(1)(b) unless the Company complies with its obligation to forward a copy of the relevant record date Redemption Notice to receive interest due on the relevant interest payment dateholders of Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 At any time and 3.11 from time to time on or after June 30, 2016, holder(s) of at least 45% of the IndentureSeries B Preferred Shares then outstanding (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) may require the Company to redeem all of the then outstanding Series B Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(c) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 50% of the Series C Preferred Shares, holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 50% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series B Preferred Shares, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c). For the avoidance of doubt, holder(s) of at least 50% of the Series C Preferred Shares then outstanding, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 50% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series B Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(c). No redemption shall be effected under this Article 8(iii)(1)(c) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (d) At any time upon and following the occurrence of a Series C Redemption Event (as defined in (i) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS for so long as it holds at least one-third of the then-outstanding Series C Preferred Shares) may require the Company to redeem all of the then outstanding Series C Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(d) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series D Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares or Series D Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d). For the avoidance of doubt, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares or Series E Preferred Shares at any time and from time to time on or after June 30, 2016, if holder(s) of the Series C Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(d). No redemption shall be effected under this Article 8(iii)(1)(d) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (e) At any time upon and following the occurrence of a Series D Redemption Event (as defined in (j) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series D Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares subject to and in accordance with this Article 8(iii), provided that ▇▇▇▇▇▇▇▇’▇ Series D Preferred Shares shall not be counted in favor of such demand for redemption if a ▇▇▇▇▇▇▇▇ Default has occurred. The holder(s) electing redemption pursuant to this Article 8(iii)(1)(e) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series C Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e). (f) At any time upon and following the occurrence of a Series E Redemption Event (as defined in (k) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series E Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(f) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series C Preferred Shares or holder(s) of at least 50% of the then outstanding Series D Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f). (g) In the event of any redemption pursuant to this Article 8(iii), the redemption price per Series A Preferred Share shall equal 200% of the Original Series A Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends on such Series A Preferred Share through the date of redemption thereof, the redemption price per Series B Preferred Share shall equal 200% of the Original Series B Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends on such Series B Preferred Share,

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30February 1, 20192017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 105.8750106.25% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Holders 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 that: (i) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that redemption; and (ii) such redemption occurs within 45 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At The Issuer may on any time prior to November 30, 2019, the Company may also one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) The Except pursuant to subsections (a) and (b) of this Paragraph 5 and pursuant to Paragraph 6, the Notes may also will not be redeemed in redeemable at the circumstances described in Section 3.10 and 3.11 of the IndentureIssuer’s option.

Optional Redemption. (a) Except as set forth in subparagraphs this Paragraph 5 and Paragraph 7(a)(ii), the Notes will not be redeemable at the Issuers’ option. (b) At any time prior to July 15, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to but not including, the redemption date using an amount of cash equal to the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by an Issuer or a Subsidiary of an Issuer) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to July 15, 2015, the Notes may be redeemed in whole or in part at the option of this Paragraph the Issuers upon not less than 30 days nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address (5or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Company will Trustee, 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 and Additional Interest, if any, to but not have including the option date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date). (d) On or after July 15, 2015, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 days nor more than 60 days’ notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes prior to November 30the address of such Holder appearing in the security register (or otherwise in accordance with the procedures of DTC), 2019. at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the period set forth below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: On or after July 15, 2015 to January 14, 2016 104.625 % On or after January 15, 2016 to July 14, 2016 103.469 % On or after July 15, 2016 to January 14, 2017 102.313 % On or after January 15, 2017 to July 14, 2017 101.156 % July 15, 2017 and thereafter 100.000 % Unless the Company defaults 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30April 1, 20192022, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.8750107.500% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that that: (1) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 120 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30April 1, 20192022, the Company Issuer may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsto, if anybut not including, 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 Except pursuant to this clause 5 and clause 7 below, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2022. (d) On or after to April 1, 2022, the Issuer may also be on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 1 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2022 105.625 % 2023 103.750 % 2024 101.875 % 2025 and thereafter 100.000 % Unless the Issuer defaults in the circumstances described in Section 3.10 and 3.11 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 set forth in subparagraphs clauses (b) and or (c) of this Paragraph (5)Section 3.7, the Company will Issuers shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to November 30May 1, 20192003. Unless Thereafter, the Company defaults Issuers shall have the option to redeem the Notes, in the payment of whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption priceprices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, interest will cease if any, thereon to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., if redeemed during the twelve-month period beginning on May 1 of the years indicated below: YEAR REDEMPTION PRICE ---- ---------------- 2003 104.813% 2004 103.208% 2005 101.604% 2006 and thereafter 100.000% (ab) Notwithstanding the provisions of subparagraph clause (a) of this Paragraph (5)Section 3.7, at any time prior to November 30May 1, 20192001, the Company may Issuers may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price equal to 105.8750of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more any Equity Offerings; provided that at least 65% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and provided further, that such redemption occurs shall occur within 45 days of the date of the closing of such Equity Offering. (bc) At any time prior to November 30May 1, 20192003, the Company Notes may also redeem all or be redeemed, as a part whole but not in part, at the option of the NotesIssuers upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ ' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s 's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages thereon, if any, to the date of redemption, subject to redemption (the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date"Redemption Date"). (cd) The Notes may also Any redemption pursuant to this Section 3.7 shall be redeemed in made pursuant to the circumstances described in provisions of Section 3.10 and 3.11 of the Indenture3.1 through 3.6 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to September 15, 2020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, 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 on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 60% of the aggregate principal amount of the Notes 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 90 days of the date of the closing of such Equity Offering. (b) At any time prior to September 15, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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) of this Paragraph Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to September 15, 2022. (5)d) On or after September 15, 2022, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2022 102.938 % 2023 101.958 % 2024 100.979 % 2025 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30August 15, 20192011. Unless The Company is not prohibited by the terms of the Indenture, however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture. On or after August 15, 2011, the Company defaults in will have the payment option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption priceprices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, interest will cease to accrue if any, on the Notes or portions thereof called for redemption on redeemed, to the applicable redemption date., if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2011 105.8750 % 2012 102.9375 % 2013 and thereafter 100.0000 % (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30August 15, 20192010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750111.750% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 6550% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 90 days of the date of the closing of such Equity OfferingOffering or equity contribution. (bc) At any time prior to November 30August 15, 20192011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ , prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemptionredemption (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. (cd) The Notes may also be redeemed Unless the Company defaults in the circumstances described in Section 3.10 and 3.11 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. Except (A) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 113.500% 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 of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (B) On or after October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth in subparagraphs below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the periods beginning on the dates indicated below (bsubject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption): For the period below Percentage On or after October 15, 2012 106.750 % On or after October 15, 2013 103.375 % On or after April 15, 2014. 100.000 % (C) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(A) and (c) of this Paragraph (55(C), the Company will Notes are not have redeemable at the Company’s option to redeem the Notes prior to November 30October 15, 20192012. The Company is not, however, prohibited under the Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as described below, the Notes are not redeemable at the Issuers’ option until December 1, 2012. From and after December 1, 2012, the Issuers may redeem the Notes, in whole or in 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 Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth in subparagraphs (b) below, plus accrued and (c) of this Paragraph (5)unpaid interest thereon, the Company will not have the option if any, to redeem the Notes prior to November 30, 2019. 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 but excluding the applicable redemption date. (a) Notwithstanding , subject to the provisions right of subparagraph (a) Holders of this Paragraph (5)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: Year Percentage 2012 106.000 % 2013 103.000 % 2014 and thereafter 100.000 % In addition, prior to December 1, 2012, the Issuers may, at any time prior to November 30their option, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding, the redemption date (Redemption Date, subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds of one or more Equity OfferingsOfferings of the Issuers or any direct or indirect parent of the Issuers to the extent such net proceeds are contributed to the Issuers; provided that at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption and redemption; provided further that each such redemption occurs within 45 90 days of the date of the closing of each such Equity Offering. (b) . At any time prior to November 30, 2019the final maturity date of the Notes, the Company Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the date of redemptionRedemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30February 1, 20192017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Indenture Trustee and Holders of Notes, at a redemption price equal to 105.8750106.25% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Holders 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 that: (i) at least 65% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that redemption; and (ii) such redemption occurs within 45 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At The Issuer may on any time prior to November 30, 2019, the Company may also one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) The Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes may also will not be redeemed in redeemable at the circumstances described in Section 3.10 and 3.11 of the IndentureIssuer’s option.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option At any time or from time to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30February 15, 20192025, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture Issuer may, at a redemption price equal to 105.8750% of the principal amount thereofits option, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part portion of the Notes, upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addresswritten notice, at a redemption price Redemption Price equal to 100101% of the principal amount of the Notes so redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, thereon (if any) to, to but not including, the date of redemption, Redemption Date (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). At any time or from time to time on or after February 15, 2025, the Issuer may, at its option, redeem all or a portion of the Notes, upon not less than 10 nor more than 60 days’ prior written notice, at a Redemption Price equal to 100% of the principal amount of the Notes so redeemed plus accrued and unpaid interest payment thereon (if any) to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, in connection with any tender offer for the Notes, including any offer to purchase Notes pursuant to Section 9.10 and 9.13 of the Indenture, 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 will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date. , to redeem (cwith respect to the Issuer) The or repurchase (with respect to a third-party) all Notes that remain outstanding following such purchase at a Redemption Price equal to the greater of (i) the highest price offered to any other Holder in such tender offer or other offer to purchase (which may also be redeemed less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any holder in such tender offer payment) and (ii) par, plus accrued and unpaid interest (if any) thereon, to, but excluding the date of redemption or 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 falling on or prior to the date of redemption or Redemption Date. Once notice of redemption is sent in accordance with Section 10.05 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the Redemption Price. Notice of any redemption of the Notes may, at the Issuer’s discretion, be given in connection with any equity offering, other transaction (or series of related transactions) or event that constitutes a Change of Control and prior to the completion or the occurrence thereof, and any such redemption thereof 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, transaction or other event, as the case may be. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the circumstances described Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption or purchase may not occur and any such notice with respect to such redemption may be rescinded in Section 3.10 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 or offer may be rescinded at any time in the Issuer’s discretion if the Issuer reasonably believes that any or all of such conditions will not be satisfied or waived. If the Issuer has given notice of redemption as provided in the Indenture and 3.11 made available funds for the redemption of the Notes (or any portion thereof) called for redemption on or prior to the redemption date referred to in such notice, those Notes will cease to bear interest on that redemption date and the only right of the holders of those Notes will be to receive payment of the redemption price. The Issuer and its Affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company Notes will not have be redeemable at the Company's option prior to July 1, 2007. Thereafter, the Notes will be subject to redemption at any time at the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption price, prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest will cease and Additional Interest thereon to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage -------------------------- ---------- 2007...................... 104.125% 2008...................... 102.063% 2009 and thereafter....... 100.000% (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30before July 1, 20192006, the Company may on any 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 105.8750of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more any Equity Offerings; provided that at least 6560% in of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption ); and provided further that such redemption occurs shall occur within 45 120 days of the date of the closing of any such Equity Offering. (bc) At any time prior to November 30Before July 1, 20192007, the Company Notes may also redeem all or be redeemed, as a part whole but not in part, at the option of the NotesCompany upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ days prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s 's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest thereon, if any, to to, the date of redemption, subject to redemption (the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date"Redemption Date"). (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 110.625% 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 of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering 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 its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On or after September 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption: Year Percentage 2012 105.313 % 2013 and thereafter 100.000 % (c) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem all or a part of this Paragraph the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (5subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(a) and 5(c), the Notes are not redeemable at the Company’s option prior to September 1, 2012. The Company will not have is not, however, prohibited under the option to redeem Indenture from acquiring the Notes prior by means other than a redemption, whether pursuant to November 30open-market transactions, 2019tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company Notes will not have be redeemable at the Company's option prior to July 1, 2007. Thereafter, the Notes will be subject to redemption at any time at the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption price, prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest will cease and Additional Interest thereon to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., if redeemed during the twelve-month period beginning on July 1 of the years indicated below: Year Percentage ------------------------ ---------- 2007................... 104.125% 2008................... 102.063% 2009 and thereafter.... 100.000% (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30before July 1, 20192006, the Company may on any 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 105.8750of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more any Equity Offerings; provided that at least 6560% in of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption ); and provided further that such redemption occurs shall occur within 45 120 days of the date of the closing of any such Equity Offering. (bc) At any time prior to November 30Before July 1, 20192007, the Company Notes may also redeem all or be redeemed, as a part whole but not in part, at the option of the NotesCompany upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ days prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s 's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest thereon, if any, to to, the date of redemption, subject to redemption (the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date"Redemption Date"). (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs subparagraph (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30August 15, 20192011. Unless The Company is not prohibited by the terms of the Indenture, however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture. On or after August 15, 2011, the Company defaults in will have the payment option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption priceprices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, interest will cease to accrue if any, on the Notes or portions thereof called for redemption on redeemed to the applicable redemption date., if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2011 105.8750 % 2012 102.9375 % 2013 and thereafter 100.0000 % (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30August 15, 20192010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750111.750% of the principal amount thereofamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 6550% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 90 days of the date of the closing of such Equity OfferingOffering or equity contribution. (bc) At any time prior to November 30August 15, 20192011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ , prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemptionredemption (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. (cd) The Notes may also be redeemed Unless the Company defaults in the circumstances described in Section 3.10 and 3.11 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. Except as set forth in subparagraphs (ba) and (c) of this Paragraph (5)At any time prior to April 15, 2021, the Company will may, at its option, redeem all or any portion of the Notes on not have less than 15 nor more than 60 days’ prior notice mailed (or, in the option case of Global Notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to the greater of: i. 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and ii. The sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. b) At any time and from time to time on or after April 15, 2021, the Company may redeem the Notes in whole or in part, at the Company’s option, upon not less than 15 nor more than 60 days’ prior notice mailed (or, in the case of global notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal the percentage 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 twelve month period beginning on April 15 of the year indicated below: 2021 102.688 % 2022 101.344 % 2023 and thereafter 100.000 % c) At any time and from time to time prior to November 30April 15, 20192021, the Company may redeem Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 105.375% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 60% of the original aggregate principal amount of the Notes remain outstanding immediately thereafter (including Notes that are being called for redemption but excluding Notes held by the Company or any of its Restricted Subsidiaries). d) Any redemption and notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an equity offering, the consummation of such equity offering). Such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time 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. e) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will 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 will be payable to holders whose Notes will be subject to redemption by the Company. f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) The Securities of this Paragraph (5), series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults Holders of such Securities as provided 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)Indenture, at any time or from time to time prior to November 30May 15, 20192043, as a whole or in part, at the Company may on any one or more occasions redeem up to 35% election of the aggregate principal amount of Notes issued under the Indenture Company, at a redemption price equal to 105.8750the greater of: (i) 100% of the principal amount thereofof the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed discounted to, but not including, the Redemption Date (not including any portion of such payments of interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, accrued and unpaid interest and Additional Amountson the Securities of this series to, if anybut not including, to the redemption date (Redemption Date. The Securities of this series are subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor or more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressthe Holders of such Securities as provided in the Indenture, at any time or from time to time on and after May 15, 2043, as a whole or in part, at the election of the Company, at a redemption price equal to 100% of the principal amount of Notes the Securities of this series being redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on Securities of this series to, but not including, the relevant interest payment dateRedemption Date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) The Issuer may redeem all or, from time to time, part of the 2021 September Notes upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as set forth in subparagraphs a percentage of the principal amount) plus accrued and unpaid interest, to, but not including, the applicable redemption date (subject to the right of the 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 June 15, of the years indicated below: 2018 101.281 % 2019 and thereafter 100.000 % (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the relevant series of 2021 September Notes or portions the portion thereof called for redemption on the applicable redemption date. (ac) Notwithstanding Any redemption notice given in respect of the provisions redemption of subparagraph any series of the 2021 September Notes (aincluding upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of this Paragraph (5)Control) may, at any time prior the Issuer’s discretion, be subject to November 30, 2019, the Company may on any satisfaction of one or more occasions redeem up conditions precedent, including, but not limited to, the completion or occurrence of the related transaction, as the case may be. (d) Any redemption pursuant to 35this paragraph 5 shall be made pursuant to Sections 3.01 through 3.06 of the Indenture. (e) If a series of 2021 September Notes is listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such 2021 September Notes outstanding following any partial redemption of such series of 2021 September Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of 2021 September Notes eligible under the Indenture to be redeemed. (f) In connection with any tender offer or other offer to purchase for all of the 2021 September Notes of a series, if Holders of not less than 90% of the aggregate principal amount of the then outstanding 2021 September Notes issued under of such series validly tender and do not validly withdraw such 2021 September Notes in such tender offer and the Indenture at a redemption price equal to 105.8750% Issuer, or any third party making such tender offer in lieu of the principal amount thereofIssuer, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights purchases all of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the 2021 September Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption series validly tendered and that not validly withdrawn by such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019Holders, the Company may also redeem all Issuer or a part of such third party will have the Notes, right upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail following such purchase date, to each Holder’s registered address, redeem all 2021 September Notes of such series that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount of Notes redeemed plus price paid to each other Holder in such tender offer, plus, to the Applicable Premium as ofextent not included in the tender offer payment, and accrued and unpaid interest and Additional Amountsinterest, if any, to thereon, to, but excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment repurchase date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. ​ (a) Except as set forth provided in subparagraphs this Section 5 and Section 6, the Notes are not redeemable until July 31, 2022. ​ (b) On and after July 31, 2022, the Issuers may redeem all or, from time to time, part of the Notes upon not less than 10 nor more than 60 days’ notice to the Holder, at the following redemption prices (cexpressed as a percentage of principal amount) of this Paragraph plus accrued and unpaid interest and Additional Amounts (5as defined below), if any, to, but not including, the Company will 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 July 31 of the years indicated below: ​ ​ ​ ​ ​ ​ ​ 2022 ​ 104.6875% ​ ​ ​ 2023 ​ 102.34375% ​ ​ ​ 2024 ​ 101.0000% ​ ​ ​ 2025 ​ 100.000% ​ Any such redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. 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 redemption date may be delayed until such time as any or all such conditions shall be satisfied, 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 option to redeem redemption date, or by the Notes redemption date so delayed; provided that in no case shall the notice have been delivered less than 10 days or more than 60 days prior to November 30the date on which such redemption (if any) occurs. In addition, 2019. Unless the Company defaults Issuers may provide in the such notice that payment of the redemption price, interest will cease price and ​ ​ ​ performance of the Issuers’ obligations with respect to accrue on the Notes or portions thereof called for such redemption on the applicable redemption date.may be performed by another Person. ​ (ac) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)Prior to July 31, at any time prior to November 30, 20192022, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under (including the Indenture principal amount of any Additional Notes), upon not less than 10 nor more than 60 days’ notice, with funds in an aggregate amount (the “Redemption Amount”) not exceeding the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 105.8750of 109.375% of the principal amount thereofof the Notes, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the applicable redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.); provided that: (c1) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 at least 65% of the Indenture.original principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding immediately after each such redemption; and (2) the redemption occurs within 120 days after the closing of such Equity Offering. ​ (d) Prior to July 31, 2022, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 10 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium and accrued and unpaid interest and Additional Amounts, if any, 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). Any such redemption and notice may, at the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. ​

Optional Redemption. Except as set forth in subparagraphs (b) and (c) The Securities of this Paragraph (5), series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults Holders of such Securities as provided 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)Indenture, at any time or from time to time prior to November 30August 15, 20192023, as a whole or in part, at the Company may on any one or more occasions redeem up to 35% election of the aggregate principal amount of Notes issued under the Indenture Company, at a redemption price equal to 105.8750the greater of: (i) 100% of the principal amount thereofof the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed discounted to, but not including, the Redemption Date (not including any portion of such payments of interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 20 basis points, plus, for (i) or (ii) above, whichever is applicable, accrued and unpaid interest and Additional Amountson the Securities of this series to, if anybut not including, to the redemption date (Redemption Date. The Securities of this series are subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor or more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressthe Holders of such Securities as provided in the Indenture, at any time or from time to time on and after August 15, 2023, as a whole or in part, at the election of the Company, at a redemption price equal to 100% of the principal amount of Notes the Securities of this series being redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on Securities of this series to, but not including, the relevant interest payment dateRedemption Date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs clause (b) and (c) of this Paragraph (5)Section 3.7, the Company will Issuers shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to November 30January 15, 20192009. Unless The Notes shall be redeemable for cash at the Company defaults in the payment option of the Issuers, in whole or in part, at any time on or after January 15, 2009, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption priceprices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing January 15 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest will cease to accrue due on the corresponding Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest thereon to the date of redemption of the Notes or portions thereof called for redemption on (the applicable redemption date.“Redemption Date”): 2009 103.875 % 2010 101.938 % 2011 and thereafter 100.000 % (ab) Notwithstanding the provisions of subparagraph clause (a) of this Paragraph (5)Section 3.7, at any time or from time to time on or prior to November 30January 15, 20192008, upon the Company may on any consummation of one or more occasions redeem Equity Offerings for cash, up to 35% of the aggregate principal amount of the Notes issued under pursuant to this Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at the Indenture Issuers’ option within 90 days of such Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Issuers from the Net Cash Proceeds of such Equity Offering, at a redemption price equal to 105.8750107.750% of the principal amount thereofprincipal, plus together with accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date; provided, however, that immediately following such redemption date (subject to the rights not less than 65% of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under pursuant to this Indenture on the Indenture (excluding Notes held by the Company and its Subsidiaries) Issue Date remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At only as necessary to avoid any time prior to November 30duplication, 2019, the Company may also redeem all or a part of the excluding any replacement Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also Any redemption pursuant to this Section 3.7 shall be redeemed in made pursuant to the circumstances described in Section 3.10 and 3.11 provisions of the IndentureSections 3.1 through 3.6 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 110.625% 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 of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering 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 its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On or after September 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption: Year Percentage 2012 105.313 % 2013 and thereafter 100.000 % (c) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem all or a part of this Paragraph the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (5subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(a) and 5(c), the Company will Notes are not have redeemable at the Company’s option to redeem the Notes prior to November 30September 1, 20192012. The Company is not, however, prohibited under the Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (ba) At any time and (cfrom time to time on or after June 30, 2016, holder(s) of at least 51% of the Class A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Class A Preferred Shares subject to and in accordance with this Paragraph Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (5the “Redemption Notice”) to the Company specifying the intended date of redemption, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice (the “Redemption Date”). Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(a), the Company will not shall forward a copy of such Redemption Notice to each holder of the Series A Preferred Shares, Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the option right, but not the obligation, to require the Company to redeem all of the Notes prior then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Class A Preferred Shares, by written notice to November 30, 2019. Unless the Company defaults in within 15 days from the payment Company’s receipt of the redemption priceRedemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of doubt, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (aholder(s) of this Paragraph at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the Series B Preferred Shares (5including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time prior and from time to November time on or after June 30, 20192016, if holder(s) of the Class A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(a). No redemption shall be effected under this Article 8(iii)(1)(a) unless the Company may on any one or more occasions redeem up complies with its obligation to 35% forward a copy of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, relevant Redemption Notice to the redemption date (subject to the rights holders of the Holders on the relevant record date to receive interest on the relevant interest payment date)Series A Preferred Shares, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSeries E Preferred Shares. (b) At any time prior and from time to November time on or after June 30, 20192016, the Company may also redeem all or a part holder(s) of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100least 51% of the principal amount Series A Preferred Shares then outstanding may require the Company to redeem all of Notes redeemed plus the Applicable Premium as of, then outstanding Series A Preferred Shares subject to and accrued and unpaid interest and Additional Amounts, if any, in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(b) shall deliver a Redemption Notice to the Company specifying the intended date of redemption, subject which date shall be no less than thirty (30) days after the Redemption Date. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the Class A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series A Preferred Shares, by written notice to the rights Company within 15 days from the Company’s receipt of Holders the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b). For the avoidance of doubt, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(b). No redemption shall be effected under this Article 8(iii)(1)(b) unless the Company complies with its obligation to forward a copy of the relevant record date Redemption Notice to receive interest due on the relevant interest payment dateholders of Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 At any time and 3.11 from time to time on or after June 30, 2016, holder(s) of at least 45% of the IndentureSeries B Preferred Shares then outstanding (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) may require the Company to redeem all of the then outstanding Series B Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(c) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 50% of the Series C Preferred Shares, holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 50% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series B Preferred Shares, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c). For the avoidance of doubt, holder(s) of at least 50% of the Series C Preferred Shares then outstanding, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 50% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series B Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(c). No redemption shall be effected under this Article 8(iii)(1)(c) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (d) At any time upon and following the occurrence of a Series C Redemption Event (as defined in (i) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS for so long as it holds at least one-third of the then-outstanding Series C Preferred Shares) may require the Company to redeem all of the then outstanding Series C Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(d) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series D Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares or Series D Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d). For the avoidance of doubt, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares or Series E Preferred Shares at any time and from time to time on or after June 30, 2016, if holder(s) of the Series C Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(d). No redemption shall be effected under this Article 8(iii)(1)(d) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (e) At any time upon and following the occurrence of a Series D Redemption Event (as defined in (j) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series D Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares subject to and in accordance with this Article 8(iii), provided that ▇▇▇▇▇▇▇▇’▇ Series D Preferred Shares shall not be counted in favor of such demand for redemption if a ▇▇▇▇▇▇▇▇ Default has occurred. The holder(s) electing redemption pursuant to this Article 8(iii)(1)(e) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series C Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e).

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30December 15, 20192008, the Company may may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including the Indenture principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 105.8750111.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries, but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days after the date of the closing of any such Equity Offering. (b) Except pursuant to the preceding paragraph and clause (e) below, the Notes will not be redeemable at the Company's option prior to December 15, 2009. (c) On or after December 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.:

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to January 15, 2017, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided, that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to January 15, 2017, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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, 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. (c) of Except pursuant to this Paragraph (5)paragraph 5 and paragraph 7 below, the Company Notes will not have be redeemable at the Issuer’s option prior to January 15, 2017. (d) On or after to July 15, 2017, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2017 104.313 % 2018 102.875 % 2019 101.438 % 2020 and thereafter 100.000 % Unless the Company 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) The Company may, at its option, on any Interest Payment Date (other than a Sale Redemption, as set forth described below), on or after December 15, 2010, redeem the Securities in subparagraphs whole at any time or in part from time to time, at a Redemption Price equal to one hundred percent (100%) of the principal amount thereof (or of the redeemed portion thereof, as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date (the “Basic Optional Redemption Price”); provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authorities with respect to such redemption if then required. (b) and (c) of this Paragraph (5)Prior to December 15, 2010, the Company will not have the option to may, at its option, on any Interest Payment Date on or after December 15, 2008, redeem the Notes prior to November 30, 2019. Unless the Company defaults Securities 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), whole at any time prior or in part from time to November 30time, 2019at the following Redemption Prices: December 15, the Company may on any one or more occasions redeem up to 352008 104.0 % of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.87501 103.5 % 2 103.0 % 3 102.5 % 4 102.0 % 5 101.5 % 6 101.0 % 7 100.5 % of the principal amount thereof (or of the redeemed portion thereof, plus as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date (the “Early Optional Redemption Price”); provided, however, that, upon and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights only upon a Sale of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that Company at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30on or after December 15, 20192008 (a “Sale Redemption”), the Company may also shall be permitted under Section 11.1(a) or (b), as applicable, to redeem all or the Securities, in whole but not in part, on any Business Day (as opposed to redemption only being permitted on an Interest Payment Date) (a part of the Notes“Sale Redemption Date”), upon not less than 30 thirty (30) days’ nor more than 60 sixty (60) days’ prior written notice mailed by first-class mail to each Holder’s registered addressthe Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), at a redemption price so long as upon any such Sale Redemption, the Company shall deposit with the Trustee (i) the Basic Optional Redemption Price or the Early Optional Redemption Price, as applicable, through but excluding the Sale Redemption Date and (ii) an amount equal to 100% the amount of interest that would have accrued on the principal amount of Notes redeemed plus the Securities then outstanding during the period from the Sale Redemption Date through the next following Interest Payment Date; provided, further, that the Company shall have received the prior approval of any Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, Insurance Regulatory Authorities with respect to such redemption 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 datethen required. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30July 15, 20192020, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsinterest, if any, to to, but not including, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment datedate occurring prior to or on the date of redemption. (b) Prior to July 15, 2020, the Issuers may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an amount not greater than the net cash proceeds of one or more Equity Offerings, upon notice as described under Section 3.03, at a redemption price equal to 105.75% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the applicable date of redemption; provided that (i) at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption (excluding Notes held by Venator and its Subsidiaries); and (ii) such redemption occurs within 120 days after the closing of such Equity Offering. Notice of any such redemption must be given within 90 days after the date of such Equity Offering. (c) Except pursuant to Sections 5(a), 5(b), 5(e) and 5(f) hereof, the Notes will not be redeemable at the Issuers’ option prior to July 15, 2020. (d) On or after July 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes, if any, to the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2020 104.313 % 2021 102.875 % 2022 101.438 % 2023 and thereafter 100.000 % (e) The Notes may also be redeemed Issuers are entitled to redeem Notes, at their option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, 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 to receive interest due on the relevant interest payment date), in the circumstances event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuers or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (A) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (B) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or becomes effective on or after the Issue Date and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Article 5 of the Indenture is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. (f) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Issuers (or any third party making such Change of Control Offer or Alternate Offer in lieu of the Issuers as described in Section 3.10 and 3.11 4.10(c) of the Indenture) purchase all of the notes held by such Holders, the Issuers 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 the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or the Alternate Offer Payment, as the case may be, plus, to the extent not included in the Change of Control Payment or the Alternate Offer Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the rights 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).

Optional Redemption. (a) Except as set forth in subparagraphs (b) below and (c) of this Paragraph (5)under paragraph 6 and paragraph 7, the Company will does not have the option to redeem the Notes prior to November 30March 1, 20192016. Unless Thereafter, the Company defaults has the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the payment Redemption Prices (expressed as percentages of the redemption priceprincipal amount thereof) set forth below plus accrued and unpaid interest and Additional Interest, interest will cease to accrue if any, on the Notes or portions thereof called for redemption on redeemed, to the applicable redemption date. (a) , if redeemed during the twelve-month period beginning on March 1 of the years indicated below: 2016 105.625 % 2017 103.750 % 2018 101.875 % 2019 and thereafter 100.000 % Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)foregoing, the Company may, at any time prior to November 30March 1, 20192016, the Company may on any one or more occasions redeem up to 35% of the outstanding aggregate principal amount of Notes issued under with the Indenture net cash proceeds of one or more Equity Offerings of the Company at a redemption price equal to 105.8750Redemption Price in cash of 107.50% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsRedemption Date; provided that (1) at least 65% in of the outstanding aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that redemption; (2) notice of any such redemption occurs shall be given by the Company to the holders and the Trustee within 45 30 days after the consummation of any such Equity Offering; and (3) such redemption shall occur within 60 days of the date of the closing of such Equity Offering. (b) At notice. In addition, at any time prior to November 30March 1, 20192016, the Company may also redeem all or a any part of the Notes, Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail (or in the case of Notes held in book entry form, by electronic transmission) to each Holderholder’s registered address, at a redemption price Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the date of redemption. (b) Restrictions on the transfer of the Capital Stock of the Company’s Subsidiaries licensed in certain jurisdictions, and agreements not to encumber such Capital Stock, in each case, in respect of the Notes, are not effective without the prior approval of the applicable Gaming Authorities. No Subsidiary shall be subject to such restrictions until the rights earlier of Holders on such time as (1) approval of such restrictions with respect to such Subsidiary is received from the relevant record date applicable Gaming Authorities or (2) a registered public offering of the Notes is made pursuant to receive interest due on a prior approval of the relevant interest payment dateapplicable Gaming Authorities. All required approvals have been obtained as of the Issue Date with respect to the Company’s existing Subsidiaries. (c) The Notes may also By accepting a Note, each Holder or beneficial owner of a Note will be redeemed in the circumstances described in Section 3.10 and 3.11 agreeing to comply with all requirements of the IndentureGaming Laws and Gaming Authorities in each jurisdiction where the Company and its Affiliates are licensed or registered under applicable Gaming Laws or conduct gaming activities and that the Notes held by such Holder or owner will be subject to redemption pursuant to Section 4.20 hereof or as otherwise required pursuant to applicable Gaming Laws or by Gaming Authorities.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to April 1, 2020, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ prior written notice to the Holders and the Trustee, at a redemption price equal to 106.000% 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 of Notes on the relevant record date to receive interest on the relevant interest payment date) with the net cash proceeds of an Equity Offering by the Issuer; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs prior to 180 days after the date of the closing of such Equity Offering. (b) At any time prior to April 1, 2020, the Issuer, at its option, may on one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior written notice to the Holders and the Trustee, 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 and Additional Interest, if any, to date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant payment date. (c) of this Paragraph (5)Except pursuant to the two preceding paragraphs, the Company Notes will not have be redeemable at the Issuer’s option prior to April 1, 2020. (d) On or after April 1, 2020, the Issuer may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior written notice to November 30the Holders and the Trustee, 2019. at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any on the Notes redeemed, to the applicable date of redemption, if redeemed during the 12-month period beginning on April 1 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): 2020 104.500 % 2021 103.000 % 2022 101.500 % 2023 and thereafter 100.000 % Unless the Company 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs pursuant to clauses (c) and (d) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to December 1, 2020. (b) On and (c) of this Paragraph (5)after December 1, 2020, the Company will may redeem any Notes, in whole or in part, upon not have less than 30 nor more than 60 days’ notice mailed or otherwise delivered to each Holder in accordance with the option to redeem applicable procedures of DTC, at the redemption prices (expressed as a percentage of principal amount of the Notes prior to November 30be redeemed) set forth below, 2019. Unless the Company defaults in the payment of the redemption price, plus accrued and unpaid interest will cease to accrue on the Notes or portions thereof called for redemption on Notes, if any, to, but not including, the applicable redemption date., if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: 2020 103.938 % 2021 102.625 % 2022 101.313 % 2023 and thereafter 100.000 % (ac) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)Prior to December 1, at any time prior to November 30, 20192020, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under (calculated by the Indenture Company after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Qualified Equity Offerings, upon not less than 30 nor more than 60 days’ notice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, at a redemption price equal to 105.8750105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the redemption applicable date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offeringsredemption; provided that (i) at least 65% in of the original aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption and that (ii) such redemption occurs within 45 90 days of the date of after the closing of such Qualified Equity Offering. (bd) At In addition, at any time prior to November 30December 1, 20192020, the Company may also redeem all any Notes, in whole or a part of the Notesin part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail or otherwise delivered to each Holder’s registered addressHolder in accordance with the applicable procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof, plus the Applicable Premium as ofPremium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. (f) If the optional redemption date is on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest and Additional Amounts, if any, in respect of Notes subject to redemption will be paid on the redemption date to the date Person in whose name the Note is registered at the close of redemptionbusiness on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateCompany. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30April 15, 20192020, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.8750105.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that that: (1) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 120 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30April 15, 20192020, the Company Issuers may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsto, if anybut not including, 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 Except pursuant to this clause 5 and clause 7 below, the Notes will not be redeemable at the Issuers’ option prior to April 15, 2020. (d) On or after to April 15, 2020, the Issuers may also be on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2020 102.938 % 2021 101.469 % 2022 and thereafter 100.000 % Unless the Issuers default in the circumstances described in Section 3.10 and 3.11 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. Except (a) Other than as set forth in subparagraphs (b) and (c) of this Paragraph (5)below, the Company will Notes are not have the option to redeem the Notes redeemable prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offeringmaturity. (b) At any time prior to November 30May 15, 20192027, the Company may also Issuer may, on one or more occasions, redeem all the Notes in whole or a part in part, at its option, upon notice pursuant to Section 3.03 of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressIndenture, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the redemption date. At any time and from time to time prior to May 15, 2027, the Issuer may, on one or more occasions, redeem Notes with an amount equal to the date net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 106.625% of redemptionthe principal amount of such Notes, subject plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the rights aggregate principal amount of Holders the Notes issued under the Indenture on the relevant record date Issue Date (together with Additional Notes); provided that: (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes, but excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased substantially concurrently, or are to receive interest due on be redeemed or repurchased in full and for which a notice of repurchase or redemption has been given in accordance with another provision of the relevant interest payment dateIndenture. (c) The At any time and from time to time on or after May 15, 2027, the Issuer may, on one or more occasions, redeem the Notes may also in whole or in part, upon notice pursuant to Section 3.03 of the Indenture, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the year indicated below: | 2027 103.313% 2028 101.656% 2029 and thereafter 100.000% (d) 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, Notes and the Issuer or a third party in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be redeemed deemed to have consented to such tender or other offer and accordingly, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders of the Notes, 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 (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the circumstances described tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (e) If the optional redemption date is on or after a record date and on or before the corresponding Interest Payment Date, the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Holder in Section 3.10 whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and 3.11 no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Article 3 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30September 15, 20192020, the Company may also redeem all or a part of the Notes, on any one or more occasions upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to but excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. The Company is not prohibited by the terms of the Indenture from acquiring the Notes by means other than redemption, whether pursuant to a Company tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. (b) At any time on or prior to September 15, 2020, the Company may on any one or more occasions redeem the Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 102.875% of the principal amount thereof, plus accrued and unpaid interest payment datethereon to the Redemption Date; provided that at least 65% of the principal amount of the Notes originally issued on the Issue Date remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); provided, further, that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) The Notes may will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, on or after September 15, 2020, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on September 15 of the years indicated below, subject to the rights of the Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date: 2020 101.438 % 2021 100.719 % 2022 and thereafter 100.000 % (d) The Notes will also be redeemed in the circumstances described redeemable as provided in Section 3.10 and 3.11 4.14(f) of the Indenture. (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. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30April 1, 20192016, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture (including any Additional Notes) at a redemption price equal to 105.8750of 106.250% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the redemption date (subject to the rights right of the 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 of one or more Equity Offerings; provided that that: (i) at least 65% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiariesincluding any Additional Notes) remains outstanding immediately after the occurrence of such redemption and that such (excluding Notes held by the Issuer or its Affiliates); and (ii) the redemption occurs must occur within 45 90 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30April 1, 20192017, the Company Issuer may also redeem all or a part of the Notes, upon Notesupon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to the sum of (i) 100% of the principal amount of Notes redeemed thereof, plus (ii) the Applicable Premium as ofof the date of redemption, and plus (iii) accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2017. (d) On or after April 1, 2017, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice mailed by first class mail to the registered address of each Holder or otherwise in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to the applicable redemption date of redemption, (subject to the rights right of the Holders of Notes 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 April 1 of the years indicated below: 2017 103.125% 2018 101.563% 2019 and thereafter 100.000% (e) Any notice of any redemption 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 Equity Offering or other corporate transaction. (cf) The If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes may also to be redeemed in the circumstances manner described in under Section 3.10 3.02 hereof. (g) The Issuer shall notify the Trustee of any Applicable Premium and 3.11 the Trustee shall not be responsible for the calculation of the Indentureany such applicable premium.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to May 1, 2023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Supplemental Indenture (including any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the Company; provided that: (A) at least 60% of the aggregate principal amount of Notes originally issued under the Supplemental 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 of the date of the closing of such Equity Offering. (b) At any time prior to May 1, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ 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, 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. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 1, 2023. (5)d) On or after May 1, 2023, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 15 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, on the Notes prior redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to November 30, 2019. the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2023 102.125 % 2024 101.417 % 2025 100.708 % 2026 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) At any time prior to April 15, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 108.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but not including, 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: at least 50% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to April 15, 2027, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ 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 to, but not including, 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) At any time prior to April 15, 2027, the Issuer may on any one or more occasions redeem up to 10% of the original aggregate principal amount of the Notes issued under the Indenture during each twelve-month period commencing with the Issue Date upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, 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). (d) Except as set forth in subparagraphs pursuant to clauses (a), (b) and (c) of this Paragraph (5)above, the Company Notes will not have be redeemable at the Issuer’s option prior to April 15, 2027. (e) On or after to April 15, 2027, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2027 104.250 % 2028 102.125 % 2029 and thereafter 100.000 % Unless the Company 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) At any time prior to October 1, 2020, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 15 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 equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time on or after October 1, 2020, the Issuers may redeem the Notes, in whole or in part, at their option, upon not less than 15 nor more than 60 days’ prior notice at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on October 1 of the year set forth below: 2020 102.625 % 2021 101.313 % 2022 and thereafter 100.000 % (c) of this Paragraph (5)At any time and from time to time prior to October 1, 2020, the Company will Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 105.250% plus accrued and unpaid interest, if any, to, but not have including, the option Redemption Date, in an aggregate principal amount for all such redemptions not to redeem exceed 35% of the original aggregate principal amount of the Notes prior (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries). The Trustee shall select the Notes to November 30, 2019. be purchased in the manner described under Sections 5.1 through 5.6. (d) Unless the Company defaults 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 dateRedemption Date. (ae) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) At any time prior to March 1, 2029, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, 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 100.000% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to March 1, 2027, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, 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 40.0% 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 106.375% 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 the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 40.0% of the original aggregate principal amount of Notes initially issued on the Issue Date under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. 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 this Section 5.7, the Notes will not be redeemable at the Company’s option prior to March 1, 2029. (d) At any time and from time to time on or after March 1, 2029, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, 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 subparagraphs the table below, plus accrued and unpaid 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 to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on March 1 of each of the years indicated in the table below: 2029 103.188 % 2030 102.125 % 2031 101.063 % 2032 and thereafter 100.000 % (be) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and (c) do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of this Paragraph (5)the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will not or such third party shall have the option right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the Notes prior price offered to November 30each other Holder (excluding any early tender or incentive fee) in such tender offer plus, 2019. to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (ag) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30March 15, 20192013 the Issuers may, the Company may at their joint option, on any one or more occasions redeem up to 35% of the aggregate principal amount of their respective Notes issued under the Indenture Indenture, upon not less than thirty (30) nor more than sixty (60) days’ notice, at a redemption price equal to 105.8750110% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with the net cash proceeds of one or more an Equity OfferingsOffering by the Company; provided that that: (A) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (B) the redemption occurs within 45 sixty (60) days of the date of the closing of such Equity Offering. (b) At any time prior to November 30March 15, 20192013, the Company may also Issuers may, at their joint option, on any one or more occasions redeem all or a part of the Notes, upon not less than 30 thirty (30) nor more than 60 sixty (60) days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amounts, 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 On or after March 15, 2013, the Issuers may, at their joint option, on any one or more occasions redeem all or a part of the Notes, upon not less than thirty (30) nor more than sixty (60) days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes may also redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 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: 2013 105.000 % 2014 102.500 % 2015 and thereafter 100.000 % (d) Special Redemption. If at any time on or prior to December 31, 2011, the Company determines in good faith that all of the net proceeds from the issuance and sale of the Notes (the “Available Proceeds”) will not be redeemed used to repurchase Equity Interests of the Company, the Company may, at its option, elect to use the remaining Available Proceeds to redeem an aggregate principal amount of the Notes equal to the lesser of (i) $50 million and (ii) the aggregate amount of remaining Available Proceeds, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption. Unless the Issuers default in the circumstances described in Section 3.10 and 3.11 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. Except as set forth in subparagraphs (a) At any time prior to November 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to November 1, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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, to but excluding 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) [Reserved] (d) Except pursuant to the preceding paragraphs (a) and (b) of this Paragraph Section 3.07, the Notes will not be redeemable at the Company’s option prior to November 1, 2018. (5)e) On or after November 1, 2018, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on November 301 of the years indicated below, 2019. subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2018 102.938 % 2019 101.958 % 2020 100.979 % 2021 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (af) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to December 15, 2013, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuers and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to December 15, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Additional 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. (c) of Except pursuant to this Paragraph (5)paragraph 5 and paragraph 7 below, the Company Notes will not have be redeemable at the Issuers’ option prior to December 15, 2015. (d) On or after to December 15, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on December 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2015 103.500 % 2016 102.333 % 2017 101.167 % 2018 and thereafter 100.000 % Unless the Company defaults 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to July 15, 2023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Supplemental Indenture (including any Additional Notes), upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.625% 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 on the relevant interest payment date), with the net cash proceeds of an Equity Offering; provided that: (1) at least 60% of the aggregate principal amount of Notes originally issued under this Supplemental Indenture on the date of this Supplemental Indenture remains outstanding after each such redemption (excluding Notes held by the Company and its Subsidiaries), unless all such Notes are repurchased or redeemed substantially concurrently; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to January 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ 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, 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. (c) of this Paragraph Except pursuant to Sections 3.03(a) and (5b), the Company Notes will not have be redeemable at the Company’s option prior to January 15, 2024. (d) On or after January 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to November 30, 2019. the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 101.813 % 2025 100.906 % 2026 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ae) If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis or, in the case of Global Notes, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate and in accordance with the applicable procedures of the Depository unless otherwise required by law or applicable stock exchange or depositary requirements. (f) No Notes of $2,000 or less shall be redeemed in part. (g) Any redemption pursuant to this Section 3.03 shall be made pursuant to the provisions of Sections 3.01 and 3.02 hereof and Sections 3.1, 3.3, 3.5 and 3.6 of the Original Indenture. (h) Notwithstanding the provisions foregoing, in connection with any tender offer for the Notes, including a Change of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsControl Offer, if any, to the redemption date (subject to the rights Holders of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65not less than 90% in aggregate principal amount of the outstanding Notes originally issued under the Indenture (excluding validly tender and do not withdraw such Notes held by in such tender offer and the Company and its Subsidiaries) remains outstanding immediately after the occurrence of or any third party making such redemption and that such redemption occurs within 45 days tender offer in lieu of the date Company, purchases all of the closing of Notes validly tendered and not withdrawn by such Equity Offering. (b) At any time prior to November 30, 2019holders, the Company may also redeem all or a part of such third party will have the Notes, right upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail notice, given not more than 10 days following such purchase date, to each Holder’s registered address, redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% 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 not including, the date of such redemption. (i) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. No Notes of $2,000 or less in principal amount will be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, in part. A new Note in principal amount equal to the date unredeemed portion of redemption, subject to the rights original Note will be issued in the name of Holders on the relevant record date to receive interest Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the relevant date fixed for redemption, unless such redemption is conditioned on the happening of a future event. On the redemption date, interest payment dateceases to accrue on Notes or portions of Notes redeemed unless the Company defaults in paying the applicable redemption price. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs the paragraphs below, the Notes will not be redeemable at the Company’s option prior to June 15, 2011. (b) At any time and from time to time prior to June 15, 2010, the Company may on any one or more occasions redeem up to a maximum of 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture with the proceeds of one or more Equity Offerings at a redemption price equal to 108.25% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest thereon and Additional Amounts (if any) then due 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); provided, however, that after giving effect to any such redemption: (1) at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 75 days of the date of the closing of the relevant Equity Offering upon not less than 30 nor more than 60 days’ prior notice. (c) of this Paragraph (5)At any time prior to June 15, 2011, the Company will may at its option also redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (except that a redemption notice may be mailed more than 60 days prior to the option redemption date if the notice is given in connection with a discharge of the Indenture under the satisfaction and discharge provisions or the legal defeasance and covenant defeasance provisions of the Indenture), at a redemption price equal to redeem 100% of the principal amount of Notes redeemed and the sum of present values of (1) the redemption price of the Notes at June 15, 2007 (as set forth in the following paragraph) and (2) the remaining scheduled payments of interest from the redemption date through June 15, 2011, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Bund Rate plus 75 basis points, and accrued and unpaid interest, including Special Interest thereon and Additional Amounts, if any, to, the date of redemption, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (d) On or after June 15, 2011, the Company may at its option redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice (except that a redemption notice may be mailed more than 60 days prior to November 30the redemption date if the notice is given in connection with a discharge of the Indenture under the satisfaction and discharge provisions or the legal defeasance and covenant defeasance provisions of the Indenture), 2019at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, including Special Interest thereon and all Additional Amounts (if any) then due on the Notes redeemed, to but excluding the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date). The following prices are for Notes redeemed during the 12-month period commencing on June 15 of the years set forth below, and are expressed as percentages of principal amount: 2011 104.125 % 2012 102.063 % 2013 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to April 1, 2014, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date) with the net cash proceeds from one or more Qualified Equity Offerings; provided that: (A) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held directly or indirectly by the Company or any of its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering. (b) At any time prior to April 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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, to the applicable 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) of this Paragraph (5)Except pursuant to the preceding paragraphs, the Company Notes will not have be redeemable at the Company’s option prior to April 1, 2014. (d) On or after April 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on the applicable redemption date) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to November 30the applicable redemption date, 2019. subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage On or after April 1, 2014 105.750 % On or after April 1, 2015 100.000 % Unless the Company defaults 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) At any time prior to June 15, 2024, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 10 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 equal to 100% of the principal amount of such Notes redeemed plus the relevant Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time on or after June 15, 2024, the Issuers may redeem the Notes, in whole or in part, at their option, upon not less than 10 nor more than 60 days’ prior notice at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the relevant 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 June 15 of the year set forth below: Redemption period Price 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to June 15, 2024, the Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 104.750% plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this Paragraph Indenture remains outstanding immediately thereafter (5excluding Notes held by the Issuers or any of their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Company Notes to be purchased in the manner described under Sections 5.1 through 5.6. (d) 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 withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will not have the option 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 Notes prior price offered to November 30each other Holder (excluding any early tender or incentive fee) in such tender offer plus, 2019. to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (e) Unless the Company defaults 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 dateRedemption Date. (af) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30April 15, 20192027, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 105.8750of 106.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the redemption date (subject to the rights of the Holders 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 that: (1) at least 6550% in of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes those held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 180 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30April 15, 20192027, the Company may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, at a redemption price equal to 100% of the principal amount of Notes redeemed to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the date of redemptionredemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to clauses (a) and (b) above, the Notes are not redeemable at the Company’s option prior to April 15, 2027. The Company is not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise, if such action does not otherwise violate this Indenture. (d) On or after April 15, 2027, the Company may also on any one or more occasions redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period beginning on April 15 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): 2027 103.438 % 2028 101.719 % 2029 and thereafter 100.000 % (e) If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. (f) Notwithstanding the foregoing, in connection with any tender offer for or other offer to purchase 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 offer and the Company, or any third party making such an offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, all Holders will be deemed to have consented to such offer, and the Company or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such offer expiration date, to redeem the Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the circumstances described in Section 3.10 offer payment, accrued and 3.11 unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the Indentureaggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase, such calculation shall include Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary). (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)The Notes may be redeemed, in whole or in part, at any time prior or from time to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30September 15, 20192020, at the Company may also redeem all or a part option of the Notes, Triumph upon not less than 30 nor more than 60 days’ prior notice mailed by first-first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date). (b) The Notes are subject to redemption, at the option of Triumph, in whole or in part, at any time or from time to time on or after September 15, 2020, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as ofpercentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date), if redeemed during the 12-month period beginning on September 15 of the years indicated: Year Percentage 2020 103.125% 2021 101.563% 2022 and thereafter 100.000% (c) In addition to the optional redemption provisions of the Notes in accordance with the provisions of the preceding paragraphs, prior to September 15, 2020, Triumph may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 106.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the date of redemption, redemption (subject to the rights right of registered Holders of the Notes of record on the relevant record date to receive interest due on the a relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 ); provided that at least 60% of the Indentureprincipal amount of Notes (including Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Triumph or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to April 15, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to Holders (with a copy to the Trustee), at a redemption price equal to 107.250% 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 occurring prior to the applicable redemption date to receive interest on such interest payment date) with the net cash proceeds of an Equity Offering by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to April 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to Holders (with a copy to the Trustee), 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 and Special Interest, if any, to the date of redemption, subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest due on such interest payment date. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to April 15, 2015. (5)d) On or after April 15, 2015, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice to Holders (with a copy to the option to redeem Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below, subject to the rights of Holders on any relevant record date occurring prior to November 30, 2019. the applicable redemption date to receive interest on such interest payment date: Year Percentage 2015 103.625 % 2016 101.813 % 2017 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSection 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to June 1, 2013, the Issuers may, at their 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 111.125% 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 of Notes on the relevant record date to receive interest on the relevant interest payment date) with the net cash proceeds of an Equity Offering by the Issuers; provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption. (b) At any time prior to June 1, 2014, the Issuers may, at their option, on one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph (5Except pursuant to Sections 3.07(a) and 3.07(b), the Company Notes will not have be redeemable at the Issuers’ option prior to June 1, 2014. (d) On or after June 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on June 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: 2014 105.563 % 2015 102.781 % 2016 and thereafter 100.000 % Unless the Company defaults 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. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5)Sections 3.01 through 3.06 hereof. Any redemption and notice may, at any time prior to November 30, 2019, in the Company may on any one or more occasions redeem up to 35% discretion of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereofIssuers, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (be subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds satisfaction of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offeringconditions precedent. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (ba) and (c) of this Paragraph (5)On or after May 1, 2021, the Company will not Issuers shall have the option to redeem the Notes prior to November 30Notes, 2019. Unless the Company defaults in the payment of whole or in part, at the redemption priceprices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, interest will cease if any, thereon to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., if redeemed during the twelve month period beginning on May 1 of the years indicated below: 2021 102.938% 2022 101.469% 2023 100.734% 2024 and thereafter 100.000% (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30May 1, 20192018, the Company Issuers may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under (including the Indenture principal amount of any Additional Notes), at a redemption price equal to 105.8750of 105.875% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that that: (1) at least 6560% in of the original aggregate principal amount of Notes (including the Notes originally principal amount of any Additional Notes) issued under the Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and that such their Subsidiaries); and (2) the redemption occurs must occur within 45 180 days of the date of the closing of such Equity Offering. (bc) At any time and from time to time prior to November 30May 1, 20192021, the Company Issuers may also redeem all or a part of the outstanding Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressin whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16 of the Supplemental Indenture, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount of the Notes so redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, on the Notes so redeemed 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 redemption date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) Except as set forth in subparagraphs clauses (b), (c) and (cd) of this Paragraph (5)Section 3.07, the Notes shall not be redeemable at the option of the Company prior to June 15, 2019. On or after June 15, 2019, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to November 30, 2019. the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date: 2019 104.375 % 2020 102.188 % 2021 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30June 15, 2019, the Company may may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.8750108.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the date of redemption date (subject to the rights of the Holders of Notes on the relevant record date Record Date to receive interest on the relevant interest payment dateInterest Payment Date), with an amount not greater than the net cash proceeds of one or more an Equity OfferingsOffering by the Company; provided that (i) at least 65% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption redemption; and that such (ii) the redemption occurs within 45 180 days of the date of the closing of such Equity Offering. (bc) At any time prior to November 30June 15, 2019, the Company may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsinterest, if any, to to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (cd) The Notes may also will be redeemed subject to redemption, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the outstanding principal amount thereof together with accrued and unpaid interest, if any, to, but not including, the date fixed by the Company for redemption upon the giving of a notice in accordance with Section 3.03, if: (1) the Company determines that (i) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction affecting taxation, or any change in or amendment to official position of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after the date of issuance of the Notes, the Company has or will become obligated to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts or (ii) on or after the date of issuance of the Notes, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, a Tax Jurisdiction, including any of those actions specified in clause (i) above, whether or not such action was taken or decision was rendered with respect to the Company or a Guarantor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the circumstances described written opinion of independent tax counsel as referenced below, will result in an obligation to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts with respect to any Notes, and (2) in any such case the Company in its business judgment determines, as evidenced by the Officer’s Certificate referenced in Section 3.10 3.07(e), that such obligation cannot be avoided by the use of reasonable measures available to the Company (including designating another Paying Agent); provided however, that, (x) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts and 3.11 (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. (e) Prior to the publication or, where relevant, sending of any notice of redemption of the IndentureNotes pursuant to Section 3.07(d), the Company will deliver to the Trustees an opinion of independent tax counsel of recognized standing, to the effect that there has been such change or amendment which would entitle the Company to redeem the Notes under Section 3.07(d). In addition, before the Company publishes or sends notice of redemption of the Notes pursuant to Section 3.07(d), it will deliver to the Trustees an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such Officer’s Certificate and opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to March 15, 2024, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of Notes, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but not including, the date of redemption, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company of the Issuer; provided that (i) at least 50% of the aggregate principal amount of Notes originally issued under the indenture (excluding Notes held by the Issuer and the Issuer’s Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) notice of the redemption is mailed or sent to holders of the Notes within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to March 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ 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, to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date. (c) Except as set forth in subparagraphs paragraphs (a) and (b) and (c) of this Paragraph (5)Section 3.08, the Company will Issuer shall not have the option to redeem the Notes pursuant to this Section prior to November 30March 15, 2019. 2024. (d) On or after March 15, 2024, the Issuer may redeem the Notes, in whole at any time or in part from time to time, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including the applicable redemption date, if redeemed during the 12-month period beginning on March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 102.125 % 2025 101.063 % 2026 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (ba) and (c) of this Paragraph (5), the The Company will not have the option to may redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30time, 2019in whole or in part, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750the greater of: (1) 100% of the principal amount thereofof the Notes being redeemed, or (2) the present value of the sum of (A) the redemption price of the Notes on May 15, 2010 (such redemption price being as set forth in the table in clause (b) below) and (B) all remaining scheduled payments of interest on the Notes being redeemed through May 15, 2010 (excluding accrued interest through the Redemption Date), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 50 basis points, plus, in either case, accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date Redemption Date on the principal amount of the Notes being redeemed (subject to the rights right of the Holders on the relevant regular record date to receive interest due on the relevant an interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At The Company may redeem the Notes in whole or in part, at any time prior to November 30on or after May 15, 2019, the Company may also redeem all or a part of the Notes2010, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of Notes redeemed to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the date of redemption, Redemption Date (subject to the rights right of Holders on the relevant regular record date to receive interest due on the relevant an interest payment date. (c) The Notes may also be ), if redeemed in during the circumstances described in Section 3.10 and 3.11 12-month period beginning on May 15 of the Indenture.years indicated: 2010 104.813 % 2011 102.407 % 2012 and thereafter 100.000 %

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30March 15, 20192013, the Company may Issuers may, at their joint option, on any one or more occasions redeem up to 35% of the aggregate principal amount of their respective Notes issued under the Indenture as Units, upon not less than thirty (30) nor more than sixty (60) days’ notice, at a redemption price equal to 105.8750108.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with the net cash proceeds of one or more an Equity OfferingsOffering by the Company; provided that that: (A) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (B) the redemption occurs within 45 ninety (90) days of the date of the closing of such Equity Offering. (b) At any time prior to November 30March 15, 20192014, the Company may also Issuers may, at their joint option, on any one or more occasions redeem all or a part of the NotesNotes as Units, upon not less than 30 thirty (30) nor more than 60 sixty (60) days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amounts, 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 Except pursuant to the preceding paragraphs and paragraph (7) below, the Notes may also will not be redeemable at the Issuers’ option prior to March 15, 2014. (d) On or after March 15, 2014, the Issuers may, at their joint option, on any one or more occasions redeem all or a part of the Notes as Units, upon not less than ten (10) nor more than sixty (60) days’ notice, 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, if redeemed during the twelve-month period beginning on March 15 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: 2014 104.438 % 2015 102.219 % 2016 and thereafter 100.000 % Unless an Issuer defaults in the circumstances described in Section 3.10 and 3.11 payment of the Indentureredemption price, interest will cease to accrue on the Canadian Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. Except as provided below, the Notes are not redeemable prior to October 15, 2001. Subject to earlier redemption in the manner described in the next two succeeding paragraphs, the Notes will be redeemable at the option of the Company, in whole at any time or in part, at any time on or after October 15, 2001 at the Redemption Prices (expressed as percentages of principal amount of the Notes) set forth below, plus in subparagraphs (b) each case accrued and (c) of this Paragraph (5)unpaid interest, if any, to the Company will not have Redemption Date, if redeemed during the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment 12-month period beginning October 15 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)years indicated below: Redemption Year Price ---- ----- 2001 105.312% 2002 103.541 2003 101.771 2004 and thereafter 100.000 In addition, at any time prior to November 30October 15, 20191999, the Company may on any one or more occasions may, at its option, redeem up to 35% of the aggregate principal amount of Notes originally issued under with the Indenture net proceeds of one or more Public Equity Offerings, at a redemption price equal to 105.8750109.625% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)redemption; provided, with the net cash proceeds of one or more Equity Offerings; provided however, that at least 65% in aggregate not less than $81.25 million principal amount of the Notes originally issued under the Indenture is outstanding immediately after giving effect to such redemption (excluding other than any Notes held owned by the Company or any of its Affiliates) and its Subsidiaries) remains outstanding immediately after the occurrence such redemption is effected within 60 days of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At issuance or investment. In addition, at any time prior to November 30October 15, 20192001, upon the occurrence of a Change of Control, the Company may also redeem may, at its option, redeem, all or a part but not less than all of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption, subject . Applicable Premium shall be set forth in an Officer's Certificate of the Company furnished to the rights Trustee, upon which the Trustee shall be entitled to conclusively rely and shall not be required to verify any calculations in respect thereof. Notice of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 redemption of the IndentureNotes pursuant to this paragraph shall be mailed to holders of the Notes not more than 60 days and not less than 30 days following the occurrence of a Change of Control.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30June 1, 20192024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes (including Notes issued after the Issue Date, if any) issued under the this Indenture at a redemption price equal to 105.8750of 104.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that that: (1) at least 6560% in of the aggregate principal amount of the Notes originally (including Notes issued after the Issue Date, if any) issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding the Notes held by the Company and that such its Subsidiaries); and (2) the redemption occurs within 45 180 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30On or after June 1, 20192024, the Company may also redeem all or a part of the Notes, Notes upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 2024 102.438 % 2025 101.219 % 2026 and thereafter 100.000 % (c) In addition, at any time prior to June 1, 2024, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the principal amount of the Notes redeemed plus the Applicable Premium plus accrued and unpaid interest to, but not including, the date of redemption. The Company shall calculate the redemption price, including any Applicable Premium. (d) In connection with any optional redemption of the Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the applicable redemption notice mailed shall describe such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, without the requirement of an additional notice period to the Holders, 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 first-class mail the Redemption Date, or by the Redemption Date as so delayed. (e) If the Company or any Note Guarantor becomes obligated to pay, on the next date on which any amount will be payable with respect to the Notes, any Additional Amounts as a result of (i) any amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction (as defined in Section 4.21 herein), which amendment or change is publicly announced and becomes effective after May 24, 2021 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after May 24, 2021, after such later date) or (ii) any amendment to, or change in, an official written interpretation or application of such laws or regulations (including by virtue of a holding by a court of competent jurisdiction) which amendment or change is publicly announced and becomes effective after May 24, 2021 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after May 24, 2021, after such later date) (each Holder’s registered addressof the foregoing clauses (i) and (ii), a “Change in Tax Law”) and the Company or the applicable Note Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction, but not including the substitution of an obligor if the Company would be required to pay Additional Amounts), the Company may, at its option, redeem the Notes then outstanding, in whole but not in part, at a redemption price equal to 100% of the principal amount of Notes redeemed thereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided, however, that if such right to redeem is triggered by the obligation of a Note Guarantor to pay Additional Amounts, such right to redeem will apply only if the payment giving rise to such obligation cannot be made by the Company or another Note Guarantor without the obligation to pay Additional Amounts. Notice of the Company’s intent to redeem the Notes shall not be given until the Company delivers to the Trustee an opinion of tax counsel to the effect that there has been such Change in Tax Law which would entitle the Company to redeem the Notes hereunder and an Officers’ Certificate to the effect that the Company or the applicable Note Guarantor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The foregoing provisions shall apply mutatis mutandis to any successor Person to the Company or the applicable Note Guarantor, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law that is publicly announced and becomes effective after such successor Person becomes a party to this Indenture. (cf) The Notes may also Any redemption pursuant to this Section 3.7 shall be redeemed made pursuant to the provisions of Sections 3.1 through 3.6 hereof. (g) In connection with any redemption under this Section 3.7, the Company shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent in this Indenture to the circumstances described in Section 3.10 and 3.11 of the Indentureredemption have been complied with.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash no greater than the net cash proceeds of all Equity Offerings by the Company since the Issue Date; provided that: (1) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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, to the redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2024. (5)d) On or after February 15, 2024, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of the principal amount of the Notes prior redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to November 30(but excluding) the applicable redemption date, 2019. if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 102.563% 2025 101.281% 2026 and thereafter 100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. The Company shall calculate the redemption price. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) At any time prior to August 15, 2024, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, 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 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to August 15, 2024, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, 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 40% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.625% 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 the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. 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 this Section 5.7, the Notes will not be redeemable at the Company’s option prior to August 15, 2024. (d) At any time and from time to time on or after August 15, 2024, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, 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 subparagraphs the table below, plus accrued and unpaid 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 to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated in the table below: Period Percentage 2024 103.313% 2025 101.656% 2026 and thereafter 100.000% (be) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and (c) do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of this Paragraph (5)the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company will not or such third party shall have the option right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, 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 (excluding any early tender or incentive fee) 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 date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes prior have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to November 30, 2019. be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (ag) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) The Series A Preferred Stock may be redeemed in whole, but not in part, for cash at any time after the fourth anniversary of the Original Issuance Date, at the option of the Company, upon giving notice of redemption pursuant to Section 10(b), at a redemption price per share equal to the product of (A) the Accreted Value per share of the Series A Preferred Stock to be redeemed as set forth in subparagraphs of the applicable Redemption Date multiplied by (B) 1.50. (b) Notice of every redemption of shares of Series A Preferred Stock pursuant to Section 10(a)(i) shall be mailed, postage prepaid, addressed to the Holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Company, or given by electronic communication in compliance with the provisions of the Texas Business Organizations Code. Such mailing or electronic transmission shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice made as provided in this Section 10(b) shall be conclusively presumed to have been duly given upon such mailing or electronic transmission, whether or not the Holder receives such notice, but failure duly to give such notice as provided in this Section 10(b), or any defect in such notice or in the mailing or electronic transmission thereof, to any Holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice of redemption given to a Holder shall state: (1) the redemption date; (2) the number of shares of the Series A Preferred Stock to be redeemed and, if less than all the shares held by such Holder are to be redeemed, the number of such shares to be redeemed from such Holder; (3) the redemption price; and (c4) of this Paragraph (5), the Company will not have the option place or places where certificates for such shares are to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the be surrendered for payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to July 15, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.250% 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 of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering by Endo; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to July 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to July 15, 2016. (5)d) On or after to July 15, 2016, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2016 103.625 % 2017 102.417 % 2018 101.208 % 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 the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30March 15, 20192013 the Issuers may, the Company may at their joint option, on any one or more occasions redeem up to 35% of the aggregate principal amount of their respective Notes issued under the Indenture Indenture, upon not less than thirty (30) nor more than sixty (60) days’ notice, at a redemption price equal to 105.8750110% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with the net cash proceeds of one or more an Equity OfferingsOffering by the Company; provided that that: (A) at least 65% in of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (B) the redemption occurs within 45 sixty (60) days of the date of the closing of such Equity Offering. (b) At any time prior to November 30March 15, 20192013, the Company may also Issuers may, at their joint option, on any one or more occasions redeem all or a part of the Notes, upon not less than 30 thirty (30) nor more than 60 sixty (60) days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amounts, 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 On or after March 15, 2013, the Issuers may, at their joint option, on any one or more occasions redeem all or a part of the Notes, upon not less than thirty (30) nor more than sixty (60) days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes may also redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 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 2013 105.000 % 2014 102.500 % 2015 and thereafter 100.000 % (d) Special Redemption. If at any time on or prior to December 31, 2011, the Company determines in good faith that all of the net proceeds from the issuance and sale of the Notes (the “Available Proceeds”) will not be redeemed used to repurchase Equity Interests of the Company, the Company may, at its option, elect to use the remaining Available Proceeds to redeem an aggregate principal amount of the Notes equal to the lesser of (i) $50 million and (ii) the aggregate amount of remaining Available Proceeds, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption. Unless the Issuers default in the circumstances described in Section 3.10 and 3.11 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. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5)the following paragraph, the Company will Non-Consenting Securities shall not have be redeemable at the option to redeem of the Notes Company prior to November 30June 15, 20192007. Unless On or after June 15, 2007, the Company defaults in Non-Consenting Securities shall be redeemable at the payment option of the redemption priceCompany, interest will cease to accrue in whole or in part, on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)not less than 30 nor more than 60 days prior notice, at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% following redemption prices (expressed as percentages of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereofAccreted Value), plus accrued and unpaid interest and Additional Amountsliquidated damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years set forth below (c) The Notes may also be redeemed or, in the circumstances described case of June 15, 2009, on such date): In addition, prior to June 15, 2007, the Company may redeem up to a maximum of 35% of the Accreted Value of the Non-Consenting Securities (calculated after giving effect to any issuance of Additional Securities) with the Net Cash Proceeds of one or more Equity Offerings by the Company at a redemption price equal to 111.125% of the Accreted Value at the date of redemption, plus accrued and unpaid interest and liquidated damages thereon, if any, to the date of redemption; PROVIDED, HOWEVER, that after giving effect to any such redemption, at least 65% of the Accreted Value of the Non-Consenting Securities (calculated after giving effect to any issuance of Additional Securities) remains outstanding, and any such redemption shall be made within 120 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Non-Consenting Securities being redeemed and otherwise in Section 3.10 and 3.11 of accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to October 15, 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 109.5% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 60 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2010, the Company may also redeem all or a part of the 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 and Additional Interest, if any, to the date of redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to the preceding two paragraphs, the Notes will not be redeemable at the Company’s option prior to October 15, 2010. (5)d) On or after October 15, 2010, the Company will may redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes prior redeemed to November 30the applicable redemption date, 2019. if redeemed during the twelve-month period beginning on October 15 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: 2010 104.750 % 2011 102.375 % 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November June 30, 20192023, the Company Issuers may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under the Indenture this Indenture, upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price equal to 105.8750106.000% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that that: (1) at least 6550% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 120 days of the date of the closing of such Equity Offering. (b) At any time prior to November June 30, 20192023, the Company Issuers may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 days’ nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsto but not including, 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 Except pursuant to the preceding clauses (a) and (b) of this Section 3.07 and Section 3.10 of this Indenture, the Notes will not be redeemable at the Issuers’ option prior to June 30, 2023. (d) On or after June 30, 2023, the Issuers may also be on any one or more occasions redeem all or a part of the Notes, upon not less than 15 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 30 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2023 104.500 % 2024 103.000 % 2025 101.500 % 2026 and thereafter 100.000 % (e) Unless the Issuers default in the circumstances described in Section 3.10 and 3.11 payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30March 15, 20192023, the Company may also redeem all or a part of the Notes, on any one or more occasions upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to but excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. The Company is not prohibited by the terms of the Indenture from acquiring the Notes by means other than redemption, whether pursuant to a Company tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. (b) At any time on or prior to March 15, 2021, the Company may on any one or more occasions redeem the Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 103.875% of the principal amount thereof, plus accrued and unpaid interest payment datethereon to the Redemption Date; provided that at least 65% of the principal amount of the Notes originally issued on the Issue Date remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); provided, further, that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) The Notes may will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, on or after March 15, 2023, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below, subject to the rights of the Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date: 2023 101.9375 % 2024 101.2916 % 2025 100.6458 % 2026 and thereafter 100.0000 % (d) The Notes will also be redeemed in the circumstances described redeemable as provided in Section 3.10 and 3.11 4.14(f) of the Indenture. (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. Except as set forth in subparagraphs (a) At any time prior to August 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes, if any) at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity made with the net cash proceeds of a concurrent Equity Offering by the Parent (but excluding any Reserved Contribution); provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (b) The Notes may be redeemed, in whole or in part, at any time prior to August 15, 2009, at the option of the Company upon not less than 30 nor more than 60 days’ 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 and Liquidated Damages, if any, to, the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date. (c) Except pursuant to the two preceding paragraphs, the Notes are not redeemable at the Company’s option prior to August 15, 2009. The Company is not prohibited, however, from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer or otherwise, assuming such acquisition does not otherwise violate the terms of this Paragraph Indenture. (5)d) After August 15, 2009 the Company will not have the option to may redeem all or a part of the Notes prior upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to November 30the applicable redemption date, 2019. if redeemed during the twelve-month period beginning on August 15 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: 2009 103.875 % 2010 101.938 % 2011 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSection 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to August 1, 2014, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable redemption date, with the net cash proceeds of an Equity Offering by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of an Equity Offering by Holdings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes, but excluding Notes held by Holdings and its Restricted Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to August 1, 2014, the Issuers may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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, to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to clauses (a) and (b) of this Paragraph (5)Section 3.07, the Company Notes will not have be redeemable at the Issuers’ option prior to August 1, 2014. (d) On or after August 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes prior upon not less than 30 nor more than 60 days’ notice, 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 November 30the applicable redemption date, 2019. if redeemed during the 12-month period beginning on August 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2014 105.5 % 2015 102.75 % 2016 and thereafter 100 % Unless the Company defaults 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. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) Sections 3.01 through 3.06 hereof. Notices of this Paragraph (5)redemption may be conditional at the Issuers’ discretion, at any time prior to November 30including but not limited to, 2019, upon the Company may on any one or more occasions redeem up to 35% completion of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such an Equity Offering. (bf) At any time prior to November 30, 2019, the Company The Issuers may also redeem all or acquire Notes by means other than a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject whether pursuant to an Issuer tender offer, open market purchase or otherwise, so long as the rights acquisition does not otherwise violate the terms of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the this Indenture.

Optional Redemption. Except as set forth (a) At any time prior to September 1, 2023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 103.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, 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 on the relevant interest payment date), in subparagraphs an amount not to exceed the net proceeds from an Equity Offering by the Company; provided that: (1) at least 65% of the aggregate principal amount of such applicable Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to September 1, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of such applicable Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable 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) of this Paragraph Except pursuant to Section 3.07(a) or (5b), the Company Notes will not have be redeemable at the Company’s option prior to September 1, 2023. (d) On or after September 1, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on September 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: 2023 101.938% 2024 100.969% 2025 and thereafter 100.000% (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) . Notwithstanding anything to the provisions of subparagraph (a) of contrary in this Paragraph (5)Article 3, at in connection with any time prior to November 30, 2019, tender offer for the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750of at least 100% of the principal amount thereofof such applicable Notes tendered, plus accrued and unpaid interest and Additional Amountsthereon to, but excluding, the applicable tender settlement date, if any, to the redemption date (subject to the rights Holders of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65not less than 90% in aggregate principal amount of the outstanding applicable Notes originally issued under validly tender and do not withdraw such Notes in such tender offer and the Indenture (excluding Notes held by Company, or any third party making such a tender offer in lieu of the Company and its Subsidiaries) remains outstanding immediately after the occurrence Company, purchases all of such redemption applicable Notes validly tendered and that not withdrawn by such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019Holders, the Company may also redeem all or a part of such third party will have the Notes, right upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail notice, given not more than 30 days following such purchase date, to each Holder’s registered address, redeem all such applicable Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount of Notes redeemed plus price offered to each other Holder in such tender offer plus, to the Applicable Premium as ofextent not included in the tender offer payment, and accrued and unpaid interest and Additional Amountsinterest, if any, thereon, to, but excluding, the Redemption Date. Notice of any redemption pursuant to this Article 3 may be given prior to the date completion of any offering or other corporate transaction, and any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related offering or corporate transaction. Notwithstanding anything to the contrary in this Article 3, the Company and its Affiliates may acquire the Notes by any means other than a redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment datewhether by tender offer, open market purchases, negotiated transactions or otherwise. (cf) The Notes may also Any redemption pursuant to this Section 3.07 shall be redeemed in made pursuant to the circumstances described in Section 3.10 and 3.11 provisions of the IndentureSections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to April 1, 2021, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Supplemental Indenture (including any Additional Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 105.5% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the Company; provided that: (A) at least 60% of the aggregate principal amount of Notes originally issued under the Supplemental 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 of the date of the closing of such Equity Offering. (b) At any time prior to April 1, 2021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ 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, 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. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to April 1, 2021. (5)d) On or after April 1, 2021, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 15 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, on the Notes prior redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to November 30, 2019. the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2021 104.125% 2022 102.750% 2023 101.375% 2024 and thereafter 100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30May 15, 20192016, the Company Issuer may on any one or more occasions redeem up to (i) 35% of the original aggregate principal amount of Notes issued under the Indenture on the Issue Date and (ii) all or a portion of any Additional Notes issued after the Issue Date, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.8750104.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date)redemption, with an amount of cash no greater than the net cash proceeds (net of one or more underwriting discounts and commissions) of all Equity OfferingsOfferings by the Issuer since the Issue Date; provided that that: (1) at least 65% in (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 120 days of the date of the closing of such Equity Offering. (b) At any time . In addition, prior to November 30May 15, 20192018, the Company Issuer may also redeem the Notes at their option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a “Make-Whole Redemption”). The Issuer shall notify the Trustee of the Make-Whole Premium by delivering to the Trustee, on or before the applicable Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and the Trustee shall have no responsibility for verifying or otherwise for such calculation. On or after May 15, 2018, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the date applicable Redemption Date, if redeemed during the twelve-month period beginning on May 15 of redemptionthe years indicated below: 2018 102.375 % 2019 101.583 % 2020 100.792 % 2021 and thereafter 100.000 % Notwithstanding the foregoing, the payment of accrued but unpaid interest in connection with the redemption of Notes is subject to the rights of Holders a Holder of Notes on a record date for the relevant payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the related interest payment date to receive interest due on the relevant such interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)The Notes may be redeemed, in whole or in part, at any time prior to November March 15, 2005 at the option of the Company upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to, as determined by the Reference Treasury Dealer, the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, 2019plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption. (b) At any time on or prior to March 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture at a redemption price equal to 105.8750of 110.25% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one a sale of Equity Interests (other than Disqualified Stock) of the Company or more Equity Offeringsa capital contribution to the Company's common equity from Holdings; provided that PROVIDED that: (1) at least 65% in of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the Indenture occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 90 days of the date of the closing of such Equity Offeringsale or contribution. (bc) At any This Section 3.07 does not restrict the Company's ability to separately make open market, privately negotiated or other purchases of Notes from time to time. (d) Except pursuant to the first two paragraphs of this Section 3.07, the Notes are not redeemable at the Company's option prior to November 30March 15, 20192005. (e) On or after March 15, 2005, the Company may also 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' notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, thereon, to the date of redemptionapplicable redemption date, subject to if redeemed during the rights of Holders twelve-month period beginning on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 March 15 of the Indenture.years indicated below:

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to July 15, 2015, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.750% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Parent and its Subsidiaries) remain outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to April 15, 2017 the Issuer may on one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Paragraph (5)Section 3.07 and Section 3.08, the Company Notes will not have be redeemable at the Issuer’s option prior to April 15, 2017. On or after April 15, 2017, the Issuer may on any one or more occasions redeem all or a part of the Notes prior upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to November 30100% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Additional Amounts, 2019. if any, on the Notes redeemed, to the date of redemption. (d) Unless the Company 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. (ae) Notwithstanding Any redemption and notice may, in the provisions of subparagraph (a) of this Paragraph (5)Issuer’s discretion, at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (be subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds satisfaction of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offeringconditions precedent. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) At any time prior to August 1, 2019, the Issuer may redeem the Notes in whole or in part, upon not less than 10 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 equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to August 1, 2019, the Issuer may redeem Notes with the Net Cash Proceeds received by the Issuer from any Equity Offering at a redemption price equal to 105.625% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries or the Mission Entities). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) of Except as provided in this Paragraph (5)paragraph 6, the Company Notes will not have be redeemable at the Issuer’s option prior to August 1, 2019. (d) At any time and from time to time on or after August 1, 2019, the Issuer may redeem the Notes prior in whole or in part, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to November 30the Trustee, 2019. to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on August 1 of the year indicated below: 2019 104.219% 2020 102.813% 2021 101.406% 2022 and thereafter 100.000% (e) Unless the Company 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 dateRedemption Date. (af) Notwithstanding Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 Sections 5.1 through 5.6 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 3015, 20192027, the Company may also redeem all the Notes in whole or a part of the Notesin part, at its option, upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-electronic delivery or by first class mail mail, postage prepaid, with a copy to the Trustee, to each Holder’s registered addressHolder to the address of such Holder appearing in the Notes Register, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time on or prior to November 15, 2027, the Company may redeem the Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 110.500% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering and (2) not less than 50% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Section 5.1 through Section 5.6. (c) The At any time and from time to time on or after November 15, 2027, the Company may redeem the Notes may also be redeemed in whole or in part, at its option, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the circumstances described in Section 3.10 Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and 3.11 unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 15 of the Indentureyear indicated below: Year Percentage 2027 105.250 % 2028 102.625 % 2029 and thereafter 100.000 % (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition 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 Company, or any third party making such 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 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 (excluding any early tender or incentive fee) 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 date of such redemption. 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 Disposition Offer, the Notes owned by the Company or their Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to July 15, 2017, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuers and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to July 15, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Additional 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. (c) of Except pursuant to this Paragraph (5)paragraph 5 and paragraph 7 below, the Company Notes will not have be redeemable at the Issuers’ option prior to July 15, 2017. (d) On or after to July 15, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 and thereafter 100.000 % Unless the Company defaults 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) At any time prior to November 1, 2015, the Issuer may redeem the Notes in whole or in part, at their 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 equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2014, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 110.50% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries). 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 this Paragraph (5)Section 5.7, the Company Notes will not have be redeemable at the Issuer’s option prior to November 1, 2015. (d) At any time and from time to time on or after November 1, 2015, the Issuer may redeem the Notes prior in whole or in part, upon not less than 30 nor more than 60 days’ 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 equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 30, 2019. 1 of the year indicated below: 2015 105.250 % 2016 102.625 % 2017 and thereafter 100.000 % (e) Unless the Company 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 dateRedemption Date. (af) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to April 1, 2013, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111.50 % of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, with the net cash proceeds of an Equity Offering by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of an Equity Offering by Holdings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes, but excluding Notes held by Holdings and its Restricted Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to April 1, 2014, the Issuers may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Special Interest, if any, to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to clauses (a) and (b) of this Paragraph (5)Section 3.07, the Company Notes will not have be redeemable at the Issuers’ option prior to April 1, 2014. (d) On or after April 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes prior upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to November 30the applicable redemption date, 2019. if redeemed during the 12-month period beginning on April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2014 105.750 % 2015 102.875 % 2016 and thereafter 100.000 % Unless the Company defaults 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. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) Sections 3.01 through 3.06 hereof. Notices of this Paragraph (5)redemption may be conditional at the Issuers’ discretion, at any time prior to November 30including but not limited to, 2019, upon the Company may on any one or more occasions redeem up to 35% completion of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such an Equity Offering. (bf) At any time prior to November 30, 2019, the Company The Issuers may also redeem all or acquire Notes by means other than a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject whether pursuant to an Issuer tender offer, open market purchase or otherwise, so long as the rights acquisition does not otherwise violate the terms of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the this Indenture.

Optional Redemption. (a) At any time prior to March 1, 2025, the Company may redeem the Notes in whole or in part, at its option, upon not less than 15 nor more than 60 days’ prior notice, 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 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to March 1, 2023, the Company may, on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, 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 40.0% 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 105.000% 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 the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 40.0% of the original aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. 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 this Section 5.7, the Notes will not be redeemable at the Company’s option prior to March 1, 2025. (d) At any time and from time to time on or after March 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice, 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 subparagraphs the table below, plus accrued and unpaid 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 to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on March 1 of each of the years indicated in the table below: 2025 102.500 % 2026 101.667 % 2027 100.833 % 2028 and thereafter 100.000 % (be) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and (c) do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of this Paragraph (5)the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will not or such third party shall have the option right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the Notes prior price offered to November 30each other Holder (excluding any early tender or incentive fee) in such tender offer plus, 2019. to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (ag) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 5.1 through 5.6. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. a. At any time prior to December 1, 2020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price in the case of Notes equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), in an amount not to exceed the net proceeds from an Equity Offering by the Company; provided that: 1. at least 65% of the aggregate principal amount of such applicable Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and 2. the redemption occurs within 90 days of the date of the closing of such Equity Offering. b. At any time prior to December 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of such applicable Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable 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. Except as set forth in subparagraphs pursuant to the preceding paragraphs (a) or (b) and (c) of this Paragraph (5), the Company Notes will not have be redeemable at the Company’s option prior to December 1, 2020. d. On or after December 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes prior redeemed, to November 30the applicable date of redemption, 2019. if redeemed during the twelve-month period beginning on December 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: 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to February 1, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuers and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to February 1, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Additional 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. (c) of Except pursuant to this Paragraph (5)paragraph 5 and paragraph 7 below, the Company Notes will not have be redeemable at the Issuers’ option prior to February 1, 2020. (d) On or after to February 1, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2020 103.000 % 2021 102.000 % 2022 101.000 % 2023 and thereafter 100.000 % Unless the Company defaults 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to June 1, 2020, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash no greater than the net cash proceeds of all Equity Offerings by the Company since the Issue Date; provided that: (1) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 and Special Interest, if any, to the redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 1, 2020. (5)d) On or after June 1, 2020, the Company will may on any one or more occasions redeem all or a part of the Notes, upon not have less than 30 nor more than 60 days’ notice, at the option to redeem redemption prices (expressed as percentages of the principal amount of the Notes prior redeemed) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to November 30(but excluding) the applicable redemption date, 2019. if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (ba) and (c) of this Paragraph (5)On or after May 1, 2021, the Company will not Issuers shall have the option to redeem the Notes prior to November 30Notes, 2019. Unless the Company defaults in the payment of whole or in part, at the redemption priceprices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, interest will cease if any, thereon to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., if redeemed during the twelve month period beginning on May 1 of the years indicated below: 2021 102.750 % 2022 101.833 % 2023 100.917 % 2024 and thereafter 100.000 % (ab) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30May 1, 2019, the Company Issuers may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under (including the Indenture principal amount of any Additional Notes), at a redemption price equal to 105.8750of 105.500% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that that: (1) at least 6560% in of the original aggregate principal amount of Notes (including the Notes originally principal amount of any Additional Notes) issued under the Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and that such their Subsidiaries); and (2) the redemption occurs must occur within 45 180 days of the date of the closing of such Equity Offering. (bc) At any time and from time to time prior to November 30May 1, 20192021, the Company Issuers may also redeem all or a part of the outstanding Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressin whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16 of the Supplemental Indenture, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount of the Notes so redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, on the Notes so redeemed 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 redemption date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30April 15, 20192027, the Company Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under the Indenture this Indenture, upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 105.8750108.500% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption date (subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that that: (1) at least 6550% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 180 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30April 15, 20192027, the Company Issuer may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 days’ nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsto but not including, 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 At any time prior to April 15, 2027, the Issuer may on any one or more occasions redeem up to 10% of the original aggregate principal amount of the Notes may also be redeemed in issued under this Indenture during each twelve-month period commencing with the circumstances Issue Date upon notice as described in Section 3.10 and 3.11 3.03, at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, 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). (d) Except pursuant to the preceding clauses (a), (b) and (c) of this Section 3.07 of this Indenture, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2027. (e) On or after April 15, 2027, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2027 104.250 % 2028 102.125 % 2029 and thereafter 100.000 % (f) 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. Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. The Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium. (g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes properly tender and do not withdraw such Notes in any tender offer, including a Change of Control Offer or an Asset Sale Offer, and the Issuer, or any third party making such tender offer in lieu of the Issuer as described above, purchases all of the Notes properly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase, to repurchase all the Notes that remain outstanding following such purchase at a price in cash equal to (i) in the case of a Change of Control Offer, 101% of the aggregate principal amount of Notes being repurchased, (ii) in the case of an Asset Sale Offer, 100% of the aggregate principal amount of Notes being repurchased, and (iii) in the case of any other tender offer, the price to be paid to each tendering Holder, and in each case, plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been repurchased prior to such date).

Optional Redemption. Except as set forth (i) The Notes may be redeemed, in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults whole or 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)part, at any time or from time to time prior to November 30March 15, 20192025, at the option of the Company upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date). (ii) The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time or from time to time on or after March 15, 2025, upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address (and/or, to the extent permitted by applicable procedures or regulations, electronically), at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date), if redeemed during the 12-month period beginning on March 15 of the years indicated below: Year Redemption Price 2025 104.500 % 2026 102.250 % 2027 and thereafter 100.000 % (iii) In addition, prior to March 15, 2025, the Company may on any at its option upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address (and/or, to the extent permitted by applicable procedures or regulations, electronically), with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 3540% of the aggregate principal amount of the outstanding Notes issued under the Indenture (including Additional Notes) at a redemption price Redemption Price equal to 105.8750109.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the date of redemption date (subject to the rights right of registered Holders of the Holders Notes of record on the relevant record date to receive interest due on the a relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 6550% in aggregate of the principal amount of the Notes originally (including Additional Notes) issued under this Indenture remains outstanding immediately after the Indenture occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries and its Subsidiariesany Notes redeemed pursuant to SECTION 3.7 (iv)) remains outstanding immediately after the occurrence of such redemption and that any such redemption occurs within 45 120 days of the date of following the closing of any such Qualified Equity Offering. (biv) At any time In addition, prior to November 30March 15, 20192025, at the option of the Company may also redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-first class mail to each Holder’s registered addressaddress (and/or, to the extent permitted by applicable procedures or regulations, electronically), redeem from time to time during each twelve-month period beginning on the Issue Date, up to an aggregate of 10% of the aggregate principal amount of the Notes issued on the Issue Date at a redemption price Redemption Price equal to 100103.000% of the principal amount of Notes redeemed thereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the date of redemption, redemption (subject to the rights right of registered Holders of the Notes of record on the relevant record date to receive interest due on the a relevant interest payment date). (cv) The Company may, at any time and from time to time, purchase Notes may also be redeemed in the circumstances described open market or otherwise, subject to compliance with this Indenture and compliance with all applicable securities laws. (vi) Any notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of a Qualified Equity Offering or other corporate event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in Section 3.10 the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and 3.11 of such notice may be rescinded in the Indentureevent that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. The Company will be solely responsible for determining if the conditions precedent have been satisfied.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) the following paragraphs of this Paragraph Section 5, the Notes shall not be redeemable at the option of the Issuer prior to December 15, 2023. On and after December 15, 2023, the Issuer may at its option redeem the Notes, in whole or in part, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (5expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the Company will not have right of Holders of record on the option relevant record date to redeem receive interest due on the Notes prior to November 30relevant interest payment date, 2019. Unless if redeemed during the Company defaults in the payment twelve-month period beginning on December 15 of each of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at years indicated below: 2023 102.313 % 2024 101.156 % 2025 and thereafter 100.000 % At any time prior to November 30December 15, 20192023, the Company may Issuer may, at its option and on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under as of the Indenture time of such redemption (including Additional Notes, if any), upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 105.8750the sum of: (a) 104.625% of the aggregate principal amount thereof, plus (b) accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the redemption date (Redemption Date, subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of received 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 provided, that: (1) Notes in an aggregate principal amount equal to at least 6560% in of the aggregate principal amount of the Notes originally issued under the Indenture (including Additional Notes, if any, but excluding Notes held by the Company Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption and that redemption; and (2) each such redemption occurs within 45 120 days of the date of the closing of each such Equity Offering. (b) At . In addition, at any time prior to November 30December 15, 20192023, the Company may also Issuer may, at its option on one or more occasions, redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, at a redemption price equal to the sum of: (a) 100% of the principal amount of the Notes redeemed redeemed, plus (b) the Applicable Premium as ofof the Redemption Date, and plus (c) accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including, the date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (a) At any time prior to July 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest 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 if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to July 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ 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 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. (c) Except pursuant to the preceding paragraphs and Section 3.10 of this Paragraph (5)Indenture, the Company Notes will not have be redeemable at the Issuers’ option prior to July 15, 2018. (d) On or after July 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to November 30, 2019. such date): Year Percentage 2018 104.500 % 2019 103.000 % 2020 101.500 % 2021 and thereafter 100.000 % Unless the Company defaults 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. (ae) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30August 15, 20192017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.8750105.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment 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 that: (i) at least 65% in of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Company, its Subsidiaries and its Subsidiariesparent entities) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (ii) the redemption occurs within 45 90 days of the date of the closing of such Equity Offeringequity offering. (b) At any time on or prior to November 30October 31, 2014, if the Alta Purchase and Sale Agreement is terminated or the Alta Acquisition is otherwise abandoned, the Company may elect, by giving notice to the Trustee and the Holders of the Notes within three business days of the date of such termination or abandonment, to redeem all but not less than all of the Notes outstanding, at a redemption price equal to 101% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to the redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. The redemption date for any redemption pursuant to this paragraph will be specified in the redemption notice and must occur no more than 30 and no less than 15 days from of the date of such redemption notice. (c) At any time prior to August 15, 2019, the Company may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, 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 and Additional Amountsinterest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (cd) The Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to August 15, 2019. (e) On or after August 15, 2019, the Company may also on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 the applicable date of redemption, if redeemed during the twelve-month period beginning on August 15 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: 2019 102.688 % 2020 101.792 % 2021 100.896 % 2022 and thereafter 100.000 % (f) Any redemption pursuant to this Section 5 shall be redeemed in made pursuant to the circumstances described in Section 3.10 and 3.11 provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) The Securities of this Paragraph (5), series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults Holders of such Securities as provided 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)Indenture, at any time or from time to time prior to November 30March 15, 20192025, as a whole or in part, at the Company may on any one or more occasions redeem up to 35% election of the aggregate principal amount of Notes issued under the Indenture Company, at a redemption price equal to 105.8750the sum of (a) the greater of: (i) 100% of the principal amount thereofof the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on March 15, 2025 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 50 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest and Additional Amountson the Securities of this series to, if anybut not including, to the redemption date (Redemption Date. The Securities of this series are subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor or more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressthe Holders of such Securities as provided in the Indenture, at any time or from time to time on and after March 15, 2025, as a whole or in part, at the election of the Company, at a redemption price equal to 100% of the principal amount of Notes the Securities of this series being redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on Securities of this series to, but not including, the relevant interest payment dateRedemption Date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except (a) At any time prior to May 15, 2020, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon notice as set forth provided in subparagraphs this Indenture, at a redemption price equal to 107.500% of the principal amount of the Notes redeemed, plus accrued and unpaid 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), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture on the date of this Indenture (including any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at a redemption price equal to: (1) 100% of the principal amount of the Notes redeemed, plus (2) the Applicable Premium, and accrued and unpaid 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) of this Paragraph (5Except pursuant to Section 3.07(a), (b) or (e) hereof or Section 4.15(e) hereof, the Company Notes will not have be redeemable at the Issuers’ option prior to redeem May 15, 2020. The Issuers will not be, however, prohibited from acquiring the Notes prior by means other than a redemption, whether pursuant to November 30a tender offer, 2019. open market purchase or otherwise. (d) On or after May 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, 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 the applicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2020 105.625% 2021 103.750% 2022 101.875% 2023 and thereafter 100.000% Unless the Company defaults 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. (ae) Notwithstanding The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity OfferingSections 3.01 through 3.06 hereof. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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 Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30June 15, 20192011, the Company Issuer may on redeem all or any one or more occasions redeem up to 35% portion of the aggregate principal amount of Notes issued Notes, at once or over time, after giving the required notice under the Indenture this Indenture, at a redemption price equal to 105.8750the greater of: (1) 100% of the principal amount thereofof the Notes to be redeemed, plus and (2) the sum of the present values of (A) the redemption price of the Notes at June 15, 2007 (as set forth below) and (B) the remaining scheduled payments of interest from the redemption date through June 15, 2011, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Bund Rate plus 75 basis points, plus, in either case, accrued and unpaid interest, including Special Interest and any Additional Amounts, (if any) then due on the Notes redeemed, to but excluding the redemption date (subject to the rights right of the Holders on the relevant holders of record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, 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). (b) In addition, at any time and from time to time prior to June 15, 2010, the Issuer may redeem up to a maximum of 35% of the aggregate principal amount of the Notes (including any Additional Notes) with the proceeds of one or more Equity Offerings at a redemption price equal to 108.25% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest thereon and any Additional Amounts (if any) then due 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 date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice. (c) Except as otherwise provided herein, the Notes will not be redeemable at the option of the Issuer prior to June 15, 2011. Starting on that date, the Issuer may redeem all or any portion of the Notes, at once or over time, after giving the required notice under this Indenture. The Notes may also be redeemed in at the circumstances described in Section 3.10 redemption prices set forth below, plus accrued and 3.11 unpaid interest, including Special Interest thereon and any Additional Amounts (if any) then due on the Notes redeemed, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on June 15 of the Indentureyears set forth below, and are expressed as percentages of principal amount: Year Redemption Price 2011 104.125 % 2012 102.063 % 2013 and thereafter 100.00 % (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5)The Notes may be redeemed, in whole or in part, at any time prior to November 3015, 20192017, at the option of the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressaddress or sent in accordance with the procedures of DTC for Global Notes, 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 and Additional Amountsinterest, if any, to but not including, the date of redemption, applicable Redemption Date (subject to the rights right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the Redemption Date). (b) In addition, the Notes may be redeemed, at the option of the Company, in whole or in part, at any time on or after November 15, 2017, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment date.Redemption Date), if redeemed during the 12-month period beginning on November 15 of the years indicated: Year Redemption Price 2017 103.000 % 2018 102.000 % 2019 101.000 % 2020 and thereafter 100.000 % (c) The In addition to the optional redemption provisions of the Notes may also be redeemed in the circumstances described in clauses (a) and (b) of this Section 3.10 and 3.11 3.07, prior to November 15, 2015, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the Indentureaggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 106.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30[the 2026 Notes Par Call Date][the 2031 Notes Par Call Date], 2019upon not less than 10 nor more than 60 days’ notice, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture [2026 Notes][2031 Notes] at a redemption price equal to 105.8750the greater of: (i) 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on [2026 Notes][2031 Notes] to be redeemed; and (ii) as determined by the relevant record date to receive interest on Independent Investment Banker, the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount sum of the Notes originally issued under present values of the Indenture applicable Remaining Scheduled Payments (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence not including any portion of such redemption and that such redemption occurs within 45 days payments of interest accrued to the date of redemption) discounted to the closing date fixed for redemption (the “Redemption Date” ) on a semi-annual basis (assuming a 360 day year consisting of such Equity Offering.twelve 30 day months and a redemption on the [2026 Notes Par Call Date] [ 2031 Notes Par Call Date]) at the Treasury Rate plus [15][20] basis points; and (b) At at any time prior and from time to November 30, 2019, time on or after the Company may also redeem all or a part of the Notes[2026 Notes Par Call Date] [2031 Notes Par Call Date], upon not less than 30 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered addressnotice, the Issuer may on one or more occasions redeem the [2026 Notes][2031 Notes] at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of[2026 Notes][2031 Notes] being redeemed; in each case of clauses (a) and (b) above, and together with accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateRedemption Date. (c) The Notes may also Any redemption notice may, at the Issuer’s discretion, be redeemed in subject to one or more conditions precedent, including the circumstances described in Section 3.10 completion of an equity offering or other corporate transaction, and 3.11 any redemption date can be extended until the satisfaction of the Indenturesuch conditions.

Optional Redemption. Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at At any time prior to November 30July 15, 20192007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the this Indenture at a redemption price equal to 105.8750of 108.750% of the principal amount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings or a contribution to the Company's common equity capital made with the net cash proceeds of a concurrent offering of common stock of the Company's direct parent; provided that that: (1) at least 65% in of the aggregate principal amount of the Notes originally (including any Additional Notes) issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption; and (2) the redemption occurs within 45 60 days of the date of the closing of such Equity OfferingOffering or such contribution to the Company's common equity capital, as applicable. (b) At any time prior to November 30July 15, 20192008, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ ' prior notice mailed by first-class mail to each Holder’s 's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) The Except pursuant to Sections 3.07(a) and (b) hereof, the Notes shall not be redeemable at the Company's option prior to July 15, 2008. (d) On or after July 15, 2008, the Company may also be redeemed in the circumstances described in Section 3.10 and 3.11 redeem all or a part of the Indenture.Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, 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 on the relevant record date to receive interest on the relevant interest payment date:

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph (5Section 3.07(c), the Company will Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07(a) prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part Par Call Date of the Notes. On or after the Par Call Date for the Notes of a series, upon the Issuers may redeem the Notes of such series, in whole or in part, at the Issuers’ option, on at least 10 days’ but not less than 30 nor more than 60 days’ prior mailed or electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) notice mailed by first-class mail to each Holder’s registered addressthe Holders thereof, at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of Notes of such series on a record date to receive the related interest payment on the related interest payment date). (b) [Reserved.] (c) Prior to the applicable Par Call Date with respect to each series of the Notes, the Issuers may redeem outstanding Notes, in whole or in part, at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not more than 60 days’ prior mailed or electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) notice to each Holder of the Notes of such series to be redeemed, at a redemption price expressed as a percentage of principal amount equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and Additional Amountsinterest thereon discounted to the redemption date (assuming the notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus (i) with respect to the 2026 Notes, if any25 basis points and (ii) with respect to the 2034 Notes, 35 basis points less (b) unpaid interest accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of the Notes of such series on the relevant a record date to receive the related interest due payment on the relevant related interest payment date). (cd) The Notes may also [Reserved.] Any redemption pursuant to this Section 3.07 shall be redeemed in made pursuant to the circumstances described in provisions of Section 3.10 and 3.11 of the Indenture3.01 through 3.06.