Common use of Optional Redemption Clause in Contracts

Optional Redemption. (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) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (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) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 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.

Optional Redemption. Except as set forth in subparagraphs (ab) At any time prior to May 15, 2018and (c) of this Paragraph (5), the Company may on any one or more occasions will not have the option to 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 15November 30, 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) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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 % 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. (a) At any time prior to May 15August 1, 20182023, the Company may may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture (including any Additional Notes) at a redemption price equal to 106.250of 106.125% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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)date, with the net cash proceeds of an one or more Equity OfferingOfferings by the Company or a contribution to the equity capital of the Company (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by any Parent Company (in each case, other than Excluded Contributions); provided that: that (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under the 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 and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or equity contribution. (b) At any time prior to May 15On or after August 1, 20202023, 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) 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. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 ten nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 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: 2020 103.125 Year Percentage 2023 103.063 % 2021 102.083 2024 102.042 % 2022 101.042 2025 101.021 % 2023 2026 and thereafter 100.000 % (c) Prior to August 1, 2023, the Company may also redeem all or any portion of the Notes upon not less than ten nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (a “Make-Whole Redemption Date”). (d) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of this Indenture.

Optional Redemption. (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 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 Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% 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; and (ii2) 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(aSection 3.07(a), Section 3.07(b) and 6(b) and paragraph 10 Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 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 Dateinterest 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. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior and from time to May 15time on or after June 30, 20182016, 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 Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (the “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 may on any one or more occasions redeem up shall forward a copy of such Redemption Notice to 35each 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 aggregate principal amount then outstanding Series A Preferred Shares, holder(s) of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250least 45% of the principal amount then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third 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 Datethen outstanding Series B Preferred Shares), with the net cash proceeds holder(s) of an Equity Offering; provided that: (i) at least 6550% of the aggregate principal amount Series C Preferred Shares (including GS as long as it holds more than one-third of the Notes originally issued under then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Indenture (excluding Notes held by 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 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days to redeem all of the date 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 the Company within 15 days from the Company’s receipt of the closing Redemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of such Equity Offeringdoubt, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, 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 A Preferred Shares, 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 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 complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (b) At any time prior and from time to May 15time on or after June 30, 20202016, the Company may on any one or more occasions redeem all or a part holder(s) of the Notes, upon giving not less than 30 nor more than 60 days’ notice, 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 the Notes redeemed, plus then outstanding Series A Preferred Shares subject to and 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 Applicable Premium (as calculated by Company specifying the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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) Except At any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series 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 paragraph 6(athis Article 8(iii)(1)(c) and 6(bshall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) and paragraph 10 hereofdays 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 Notes will 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 be redeemable at 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 option prior receipt of the Redemption Notice delivered pursuant to May 15this Article 8(iii)(1)(c). For the avoidance of doubt, 2020holder(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) On 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 May 15June 30, 20202016, 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 may on any one 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 more occasions 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 or a part of the Notesthen 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 30 nor 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 60 days’ noticeone-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 prices price per Series A Preferred Share shall equal 200% of the Original Series A Preferred Issue Price (expressed as percentages of principal amountAs Adjusted) set forth below, plus accrued and all declared but unpaid interest and Additional Amounts, if any, dividends on such Series A Preferred Share through the Notes redeemed, to the applicable date of redemptionredemption thereof, if redeemed during the twelve-month period beginning on October 15 redemption price per Series B Preferred Share shall equal 200% of the years indicated below, subject to the rights of Holders of Notes Original Series B Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends 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.such Series B Preferred Share,

Optional Redemption. (a) At any time The Notes will not be redeemable at the Company's option prior to May 15_____________. The Notes may be redeemed, 2018in whole or in part, at the option of the Company may on any one or more occasions redeem up to 35% after _____________, at the redemption prices specified below (expressed as percentages of the aggregate principal amount thereof), in each case, together with accrued and unpaid interest, hereon to the date of Notes issued under the Indentureredemption, upon giving not less than 30 nor more than 60 days’ ' notice, at a redemption price equal to 106.250% if redeemed during the twelve-month period beginning on ___________ of the principal amount of years indicated below: REDEMPTION YEAR PRICE [(b) Notwithstanding the Notes redeemedforegoing, plus accrued and unpaid interest and Additional Amountsprior to ____________, if anythe Company may, 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)any one or more occasions, with use the net cash proceeds of an Equity Offering; provided that: (i) at least 65one or more offerings of its capital stock to redeem up to __% of the aggregate principal amount of the Notes originally all notes that had been issued under the Indenture up to the time of redemption at a redemption price of __% the principal amount of the notes redeemed, plus accrued and unpaid interest, to the date of redemption; provided that, after any such redemption, the aggregate principal amount of the Notes outstanding (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after must equal at least __% of the occurrence Notes that had been issued under the Indenture up to the time of such redemption; and (ii) the and provided further, that any such redemption occurs shall occur 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 offering of Capital Stock 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) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.]

Optional Redemption. (a) At any time prior to May 15February 1, 20182017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ noticenotice to the Trustee and Holders of Notes, at a redemption price equal to 106.250106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i) at least 65% 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 (ii) the such redemption occurs within 90 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At any time prior to May 15, 2020, the Company The Issuer 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15, 2020option. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (a) At any time prior The Securities of this series are subject 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, redemption upon giving not less than 30 nor or more than 60 days’ noticenotice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to August 15, 2023, as a whole or in part, at the election of the Company, at a redemption price equal to 106.250the greater of: (i) 100% of the principal amount of the Notes redeemedSecurities 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 any, to but not including including, the date Redemption Date. The Securities of redemption (this series are 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 or more than 60 days’ noticenotice to the 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 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 Securities 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 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. (d) On or after May 15, 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, this series being redeemed plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedSecurities of this series to, to but not including, the applicable date of redemption, 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 Redemption 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.

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Notes at its option prior to July 15, 2008. (a) At any time prior to May On and after July 15, 20182008, the Company may on any one shall be entitled at its option to redeem all or more occasions redeem up to 35% a portion 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 the redemption price equal to 106.250% prices (expressed in percentages of the principal amount of on the Notes redeemedredemption date), plus accrued and unpaid interest and Additional Amountsthereon, if any, to but not including the applicable redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with if redeemed during the net cash proceeds 12-month period commencing on July 15 of the years set forth below: In addition, before July 15, 2006, the Company may at its option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an Equity Offering; provided that: (i) at least 65aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under at a redemption price (expressed as a percentage of principal amount) of 109.5%, plus accrued and unpaid interest to the Indenture redemption date, with the Net Cash Proceeds from one or more Qualified Equity Offerings; PROVIDED, HOWEVER, that (excluding 1) at least 65% of such aggregate principal amount of Notes held by the Company and its Subsidiaries(which excludes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii2) the each such redemption occurs within 90 60 days of after the date of the closing of such related Qualified Equity Offering; and (3) if the Qualified Equity Offering is an offering by Parent or Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company or used to acquire from the Company Capital Stock (other than Disqualified Stock) of the Company. (b) At any time on or prior to May 15the First Call Date, 2020after the completion of a Change of Control Offer that was accepted by Holders of not less than 75% of the Notes then outstanding, the Company may on redeem the Notes of any one or more occasions redeem all or a part Holder who has not accepted the Change of Control Offer (the Notes, "UNTENDERED NOTES") upon giving not less than 30 nor more than 60 days’ notice' prior notice but in no event more than 90 days after the completion of such Change of Control Offer, mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of the Untendered Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the date of redemptionredemption (the "CHANGE OF CONTROL REDEMPTION DATE"), subject except that installments of interest which are due and payable on dates falling on or prior to the rights applicable redemption date will be payable to the Persons who were the Holders of Holders record at the close of business on the relevant record date to receive interest due on the relevant Interest Payment Datedates. (c) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (a) At any time prior to May September 15, 20182020, the Company may on any one or more occasions redeem up to 3540% 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 106.250105.875% 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 6560% 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 September 15, 20202022, 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) 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 September 15, 20202022. (d) On or after May September 15, 20202022, 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 Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 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: 2020 103.125 % 2021 102.083 % 2022 101.042 102.938 % 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.

Optional Redemption. (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. Except as set forth in subparagraphs (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) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofof this Paragraph 5, the Notes will not be redeemable at the Company’s 's option prior to May 15July 1, 2020. (d) On or after May 15, 20202007. Thereafter, the Company may on Notes will be subject to redemption at any one or more occasions redeem all or a part time at the option of the NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, Interest thereon to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 July 1 of the years indicated below: Year Percentage ------------------------ ---------- 2007................... 104.125% 2008................... 102.063% 2009 and thereafter.... 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, subject before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the rights redemption date, with the net cash proceeds of Holders any Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes on issued under the relevant record date to receive interest on Indenture remains outstanding immediately after the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless occurrence of such redemption (excluding Notes held by the Company defaults in the payment and its Subsidiaries); and provided further that such redemption shall occur within 120 days of the redemption pricedate of the closing of any such Equity Offering. (c) Before July 1, interest will cease to accrue on 2007, the Notes or portions may also be redeemed, as a whole but not in part, at the option of the Company 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 registered address, at a redemption price equal to 100% of the principal amount thereof called for plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption on (the applicable redemption date"Redemption Date").

Optional Redemption. (a) At The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to May 15, 20182043, 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, upon giving not less than 30 nor more than 60 days’ noticeCompany, at a redemption price equal to 106.250the greater of: (i) 100% of the principal amount of the Notes redeemedSecurities 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 any, to but not including including, the date Redemption Date. The Securities of redemption (this series are 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 or more than 60 days’ noticenotice to the 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 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 Securities 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 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. (d) On or after May 15, 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, this series being redeemed plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedSecurities of this series to, to but not including, the applicable date of redemption, 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 Redemption 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.

Optional Redemption. (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) Except pursuant to paragraph 6(aclause (d) and 6(b) and paragraph 10 hereofof this Section 3.07, the Notes will shall not be redeemable at the Company’s option prior to May 15, 20202021. (db) On or and after May 15, 20202021, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 15 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes and Additional Amounts, if any, on the Notes redeemedto, to but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October May 15 of each of the years indicated below: 2021 106.000 % 2022 103.000 % 2023 and thereafter 100.000 % (c) In addition, on and after May 15, 2021, the Company may redeem the Notes, in whole or in part, with the proceeds from one or more offerings of secured or unsecured high yield bonds or any other senior secured or unsecured debt refinancing, upon not less than 15 nor more than 60 days’ notice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, 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 and Additional Amounts, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2021 103.000 % 2022 101.000 % 2023 and thereafter 100.000 % (d) The Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 15 nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed by the Company for redemption (a “Tax Redemption Date”) and Additional Amounts, if any, then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the rights right of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 Date and thereafter 100.000 % Unless Additional Amounts, if any, in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Company defaults or a Guarantor is or would be required to pay Additional Amounts, and the Company or such Guarantor cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of (i) any change in, repeal of or amendment to the laws (or any regulations or rulings promulgated thereunder) of the applicable Relevant Tax Jurisdiction affecting taxation which change, repeal or amendment becomes effective on or after the Issue Date (or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then current Relevant Tax Jurisdiction became the applicable Relevant Tax Jurisdiction under this Indenture) or (ii) any change in, repeal of or amendment to the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, repeal, amendment, application, administration or interpretation becomes effective on or after the Issue Date (or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then current Relevant Tax Jurisdiction became the applicable Relevant Tax Jurisdiction under this Indenture) (each of the foregoing in clauses (i) and (ii), a “Change in Tax Law”). Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor would be obligated to make a payment of Additional Amounts if such a payment in respect of the Notes were then due, and at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the publication, delivery or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (1) an opinion of an independent tax expert, such tax expert being a law or accounting firm, to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder and (2) an Officers’ Certificate stating that the Company or the Guarantor, as the case may be, cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. Such opinion of the tax expert and Officers’ Certificate shall be sufficient evidence of the existence and satisfaction of the conditions precedent as described above and will be conclusive and binding on the Holders. (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 in respect of Notes subject to redemption will be paid on the redemption pricedate to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will cease be payable to accrue on Holders whose Notes will be subject to redemption by the Notes or portions thereof called for redemption on the applicable redemption dateCompany.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 35% August 15, 2011. The Company is not prohibited by the terms of the aggregate principal amount of Notes issued under the Indenture, upon giving however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% otherwise violate the terms 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 Indenture. On or 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 August 15, 20202011, the Company may on any one or more occasions will have the option to 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) 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. (d) On or after May 15, 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, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 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 Dateinterest payment date: 2020 103.125 Year Percentage 2011 105.8750 % 2021 102.083 2012 102.9375 % 2022 101.042 % 2023 2013 and thereafter 100.000 100.0000 % (b) At any time prior to August 15, 2010, 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 111.750% 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 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 50% in 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 that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) At any time prior to August 15, 2011, 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 date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) 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.

Optional Redemption. (a) Except as set forth in this Paragraph 5 and Paragraph 7(a)(ii), the Notes will not be redeemable at the Issuers’ option. (b) At any time prior to May July 15, 20182015, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250of 109.250% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including including, the redemption date using an amount of redemption (subject cash equal 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 one or more Equity Offering; Offerings, provided that: : (i) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiariesan Issuer or a Subsidiary of an Issuer) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bc) At any time prior to May July 15, 20202015, the Company Notes may on any one be redeemed in whole or more occasions redeem all or a in part at the option of the Notes, Issuers upon giving not less than 30 days nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, 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. (c) 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, 2020interest payment date). (d) On or after May July 15, 20202015, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 days nor more than 60 days’ noticenotice 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 security register (or otherwise in accordance with the procedures of DTC), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated set forth below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 On or after July 15, 2015 to January 14, 2016 104.625 % 2021 102.083 On or after January 15, 2016 to July 14, 2016 103.469 % 2022 101.042 On or after July 15, 2016 to January 14, 2017 102.313 % 2023 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.

Optional Redemption. (a) At any time prior to May 15February 1, 20182017, 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, upon giving not less than 30 nor more than 60 days’ noticenotice to the Trustee and Holders of Notes, at a redemption price equal to 106.250106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; 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 Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the such redemption occurs within 90 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At any time prior to May 15, 2020, the Company The Issuer 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Paragraph 5 and paragraph 10 hereofpursuant to Paragraph 6, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15, 2020option. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (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 July 15, 2020, the Company Issuers 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 Amountsinterest, if any, to to, but not including 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 Dateinterest payment date 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 paragraph 6(aSections 5(a), 5(b), 5(e) and 6(b5(f) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s Issuers’ option prior to May July 15, 2020. (d) On or after May July 15, 2020, the Company 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 a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountson the Notes, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 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 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 rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults interest payment date), in the 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 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 priceprice equal to the Change of Control Payment or the Alternate Offer Payment, interest will cease as the case may be, plus, to accrue the extent not included in the Change of Control Payment or the Alternate Offer Payment, accrued and unpaid interest, if any, on the Notes or portions thereof called for that remain outstanding, to, but not including, the date of redemption (subject to the rights of Holders of record on the applicable relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Optional Redemption. (a) At any time prior and from time to May 15time on or after June 30, 20182016, 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 Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (the “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 may on any one or more occasions redeem up shall forward a copy of such Redemption Notice to 35each 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 aggregate principal amount then outstanding Series A Preferred Shares, holder(s) of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250least 45% of the principal amount then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third 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 Datethen outstanding Series B Preferred Shares), with the net cash proceeds holder(s) of an Equity Offering; provided that: (i) at least 6550% of the aggregate principal amount Series C Preferred Shares (including GS as long as it holds more than one-third of the Notes originally issued under then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Indenture (excluding Notes held by 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 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days to redeem all of the date 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 the Company within 15 days from the Company’s receipt of the closing Redemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of such Equity Offeringdoubt, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, 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 A Preferred Shares, 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 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 complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (b) At any time prior and from time to May 15time on or after June 30, 20202016, the Company may on any one or more occasions redeem all or a part holder(s) of the Notes, upon giving not less than 30 nor more than 60 days’ notice, 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 the Notes redeemed, plus then outstanding Series A Preferred Shares subject to and 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 Applicable Premium (as calculated by Company specifying the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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) Except At any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series 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 paragraph 6(athis Article 8(iii)(1)(c) and 6(bshall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) and paragraph 10 hereofdays 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 Notes will 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 be redeemable at 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 option prior receipt of the Redemption Notice delivered pursuant to May 15this Article 8(iii)(1)(c). For the avoidance of doubt, 2020holder(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) On 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 May 15June 30, 20202016, 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 may on any one 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 more occasions 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 or a part of the Notesthen 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 30 nor 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 60 days’ noticeone-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the redemption prices (expressed as percentages then outstanding Series C Preferred Shares or holder(s) of principal amount) set forth belowat least 45% of the then outstanding Series E Preferred Shares shall have the right, plus accrued and unpaid interest and Additional Amounts, if any, on but not the Notes redeemedobligation, to request the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 Company to redeem all of the years indicated belowthen outstanding Class A Preferred Shares, subject Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the rights of Holders of Notes on Company within fifteen (15) days from 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 Company’s receipt of the redemption price, interest will cease Redemption Notice delivered pursuant to accrue on the Notes or portions thereof called for redemption on the applicable redemption datethis Article 8(iii)(1)(e).

Optional Redemption. (a) At any time prior to May 15September 1, 20182012, 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 106.250110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including 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 Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity OfferingOffering by the Company; 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) 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. (d) On or after May 15September 1, 20202012, 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 Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 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 Dateinterest payment date that is on or prior to the applicable date of redemption: 2020 103.125 Year Percentage 2012 105.313 % 2021 102.083 % 2022 101.042 % 2023 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 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 (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 5(c), the Notes are not redeemable at the Company’s option prior to September 1, 2012. 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.

Optional Redemption. (a) At any time prior to May 15September 1, 20182012, 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 106.250110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including 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 Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity OfferingOffering by the Company; 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) 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. (d) On or after May 15September 1, 20202012, 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 Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 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 Dateinterest payment date that is on or prior to the applicable date of redemption: 2020 103.125 Year Percentage 2012 105.313 % 2021 102.083 % 2022 101.042 % 2023 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 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 (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 5(c), the Notes are not redeemable at the Company’s option prior to September 1, 2012. The Company is not, however, prohibited under the Indenture from acquiring the 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.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 35% August 15, 2011. The Company is not prohibited by the terms of the aggregate principal amount of Notes issued under the Indenture, upon giving however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% otherwise violate the terms 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 Indenture. On or 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 August 15, 20202011, the Company may on any one or more occasions will have the option to 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) 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. (d) On or after May 15, 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, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, redeemed to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 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 Dateinterest payment date: 2020 103.125 Year Percentage 2011 105.8750 % 2021 102.083 2012 102.9375 % 2022 101.042 % 2023 2013 and thereafter 100.000 100.0000 % (b) At any time prior to August 15, 2010, 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 111.750% 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 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 50% in 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 that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) At any time prior to August 15, 2011, 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 date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) 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.

Optional Redemption. (a) At any time prior to May April 15, 20182021, the Company may on may, at its option, redeem all or any one or more occasions redeem up to 35% portion of the aggregate principal amount of Notes issued under the Indenture, upon giving on not less than 30 15 nor more than 60 days’ noticeprior 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 to 106.250the 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 Notes redeemedpresent 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 and Additional Amountsto, if anybut excluding, 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 and from time to May time on or after April 15, 20202021, the Company may on any one redeem the Notes in whole or more occasions redeem all or a part of in part, at the NotesCompany’s option, upon giving not less than 30 15 nor more than 60 days’ noticeprior 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 to 100% the percentage 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) 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. (d) On or after May 15, 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, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-twelve month period beginning on October April 15 of the years year 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 102.083 102.688 % 2022 101.042 101.344 % 2023 and thereafter 100.000 % c) At any time and from time to time prior to April 15, 2021, 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.

Optional Redemption. (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. Except as set forth in subparagraphs (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) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofof this Paragraph 5, the Notes will not be redeemable at the Company’s 's option prior to May 15July 1, 2020. (d) On or after May 15, 20202007. Thereafter, the Company may on Notes will be subject to redemption at any one or more occasions redeem all or a part time at the option of the NotesCompany, in whole or in part, upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, Interest thereon to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 July 1 of the years indicated below: Year Percentage -------------------------- ---------- 2007...................... 104.125% 2008...................... 102.063% 2009 and thereafter....... 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, subject before July 1, 2006, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to the rights redemption date, with the net cash proceeds of Holders any Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes on issued under the relevant record date to receive interest on Indenture remains outstanding immediately after the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless occurrence of such redemption (excluding Notes held by the Company defaults in the payment and its Subsidiaries); and provided further that such redemption shall occur within 120 days of the redemption pricedate of the closing of any such Equity Offering. (c) Before July 1, interest will cease to accrue on 2007, the Notes or portions may also be redeemed, as a whole but not in part, at the option of the Company 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 registered address, at a redemption price equal to 100% of the principal amount thereof called for plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to, the date of redemption on (the applicable redemption date"Redemption Date").

Optional Redemption. (a) At On or after February 1, 2020, the Issuers may redeem all or a part of this series of Notes upon giving notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on this series of Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on February 1 of each year indicated below, subject to the rights of Holders of this series of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date: Year Percentage 2020 103.844 % 2021 102.563 % 2022 101.281 % 2023 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15February 1, 20182020, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of this series of Notes (including any Additional Notes of this series) issued under the Indenture, Indenture upon giving not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 106.250of 105.125% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date), with in an amount not greater than the net cash proceeds of an one or more Equity OfferingOfferings by Targa Resources Partners; provided that: (i) that at least 65% of the aggregate principal amount of the this series of Notes originally (including any Additional Notes of this series) issued under the Indenture (excluding Notes of this series held by the Company Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) redemption and the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (bc) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15February 1, 2020, the Company Issuers may on any one or more occasions also redeem all or a part of the NotesNotes of this series, upon giving not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, of this series redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant an Interest Payment Date that is prior to the Redemption Date. (c) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (a) At any time prior to May January 15, 20182017, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided provided, that: (i1) at least 65% 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 (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 20202017, the Company Issuer 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 Amountsinterest, if anyto, to but not including 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 Dateinterest payment date. (c) Except pursuant to this paragraph 6(a) and 6(b) 5 and paragraph 10 hereof7 below, the Notes will not be redeemable at the CompanyIssuer’s option prior to May January 15, 20202017. (d) On or after May to July 15, 20202017, the Company 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 and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October January 15 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2017 104.313 % 2018 102.875 % 2019 101.438 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 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.

Optional Redemption. (aA) At any time prior to May October 15, 20182012, 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 106.250113.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including 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 Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering; provided that: (i1) 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 (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bB) At any time prior to May On or after October 15, 20202012, 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 Notes issued under 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) 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. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the NotesIndenture, 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 AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period periods beginning on October 15 of the years dates indicated below, 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: 2020 103.125 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 % 2021 102.083 On or after October 15, 2013 103.375 % 2022 101.042 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% 2023 of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and thereafter 100.000 % 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 5(C), the Notes are not redeemable at the Company’s option prior to October 15, 2012. 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.

Optional Redemption. (a) At any time prior to May 15April 1, 20182022, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250107.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% 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 (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15April 1, 20202022, the Company Issuer 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 Amountsto, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(a) this clause 5 and 6(b) and paragraph 10 hereofclause 7 below, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15April 1, 20202022. (d) On or after May 15to April 1, 20202022, the Company 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 and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 April 1 of the years indicated below, 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 103.125 % 2021 102.083 % interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2022 101.042 105.625 % 2023 103.750 % 2024 101.875 % 2025 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.

Optional Redemption. (a) At any time or from time to time prior to May February 15, 20182025, the Company may on any one Issuer may, at its option, redeem all or more occasions redeem up to 35% a portion of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ prior written notice, at a redemption price Redemption Price equal to 106.250101% of the principal amount of the Notes redeemed, so redeemed plus accrued and unpaid interest and Additional Amounts, thereon (if any) to, to but not including including, the date of redemption Redemption Date (subject to the rights right 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) Except pursuant ). At any time or from time to paragraph 6(a) and 6(b) and paragraph 10 hereoftime on or after February 15, 2025, the Notes will not be redeemable Issuer may, at the Company’s option prior to May 15its option, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part portion of the Notes, upon not less than 30 10 nor more than 60 days’ prior written notice, at a Redemption Price equal to 100% of the redemption prices principal amount of the Notes so redeemed plus accrued and unpaid interest thereon (expressed as percentages 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 amountamount 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 (with respect to the Issuer) set forth belowor 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 be 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 and Additional Amounts, (if any) thereon, on to, but excluding the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated belowredemption or Redemption Date, subject to the rights 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: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 . Once notice of redemption is sent in accordance with Section 10.05 hereof, Notes called for redemption become irrevocably due and thereafter 100.000 % Unless payable on the Company defaults 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 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 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 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, interest will cease to accrue on whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the Notes or portions thereof called for redemption on terms of the applicable redemption dateIndenture.

Optional Redemption. (a) At any time prior to May July 15, 20182017, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to to, but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuers and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May July 15, 20202017, the Company Issuers 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 AmountsInterest, if any, to to, but not including 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 Dateinterest payment date. (c) Except pursuant to this paragraph 6(a) and 6(b) 5 and paragraph 10 hereof7 below, the Notes will not be redeemable at the Company’s Issuers’ option prior to May July 15, 20202017. (d) On or after May to July 15, 20202017, the Company 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 AmountsInterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October July 15 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 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.

Optional Redemption. (a) At any time prior to May 15November 1, 20182015, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at their option, upon giving not less than 30 nor more than 60 days’ noticeprior notice by electronic delivery or by first class mail, at postage prepaid, with a redemption price equal copy to 106.250% the Trustee, to each Holder of Notes to the principal amount address of such Holder appearing in 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’ noticeRegister, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment 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 paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15November 1, 20202015. (d) On At any time and from time to time on or after May 15November 1, 20202015, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem all or a part of the Notesin part, upon not less than 30 nor more than 60 days’ noticenotice 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 redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October 15 November 1 of the years year 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 2015 105.250 % 2021 102.083 2016 102.625 % 2022 101.042 % 2023 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 Date. (f) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time prior to May 15September 1, 20182021, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250of 105.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15September 1, 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) 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. (d) On or after May 15, 20202021, the Company may 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, 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, if any, to but excluding 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) Except pursuant to clauses (a) and (b) above, the Notes are not redeemable at the Company’s option prior to September 1, 2021. The Company and its subsidiaries are not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (d) On or after September 1, 2021, 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 and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 September 1, 2021 of the years indicated below, 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 % interest payment date): 2021 102.083 102.750 % 2022 101.042 101.375 % 2023 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 the Notes, including a Change of Control Offer, if Holders of not less than 90% Unless 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 a tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults 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 tender 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 tender offer, plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the redemption priceaggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase, interest will cease the denominator in such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of the Indenture to accrue on the Notes or portions thereof called for redemption on the applicable redemption datecontrary).

Optional Redemption. (a) At any time prior to May 15, 2018Except as described below under clauses 5(b) or 5(c) hereof, the Company may on any one or more occasions redeem up to 35% of Notes will not be redeemable at the aggregate principal amount of Notes issued under the IndentureIssuer’s option before April 1, 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 Offering2020. (b) At any time prior to May 15April 1, 2020, the Company Issuer 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) 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. (d) On or after May 15, 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’ prior notice, at a redemption price equal to 100% of the redemption prices (expressed principal amount of the Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowof, plus and accrued and unpaid interest and Additional Amountsinterest, if any, on to but not including the Notes redeemed, to the applicable date of redemption, if redeemed during redemption (the twelve-month period beginning on October 15 of the years indicated below“Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (c) Prior to April 1, 2020, the Issuer may, at its option, redeem up to 40% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 103.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of 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 of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof. (d) On or after April 1, 2020, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to but not including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 2020 103.125 102.344 % 2021 102.083 101.563 % 2022 101.042 100.781 % 2023 and thereafter 100.000 % Unless % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the Company defaults in the payment provisions of Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateIndenture.

Optional Redemption. (a1) At its option at any time prior to May 15, 2018Maturity, the Company may on choose to redeem all or 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 portion of the Notes redeemedof each series, plus accrued and unpaid interest and Additional Amountsat once or from time to time, if any, to but not including in accordance with the date provisions of redemption (subject to the rights of Holders of Notes paragraph number 7 on the relevant record date to receive interest on reverse of the relevant Interest Payment Date)form of the Notes in Exhibit A-1 or A-2 hereto, as applicable. In addition, Notes may be redeemed as provided in clause (7) of Section 2.2 hereof. (2) Any redemption pursuant to this Section 3.1 shall be made in accordance with the net cash proceeds provisions of an Equity Offering; provided thatArticle Twelve of the Base Indenture, except that with respect to redemptions of the Notes: (ia) The provision in Section 12.02 of the Base Indenture reading “at least 65% of 45 days prior to the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held Redemption Date fixed by the Company and its Subsidiaries) remains outstanding immediately after Company” shall be amended to read “at least 5 days prior to the occurrence giving of such notice of a 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 The provision in Section 12.03 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 Base Indenture reading “(a) if the Notes redeemedare listed on an exchange, plus in compliance with the Applicable Premium requirements of such exchange or (b) in such a fair and appropriate manner as calculated by the CompanyTrustee may select” shall be amended to read “(a) as ofif the Securities of such series are listed on an exchange, and accrued and unpaid interest and Additional Amountsin compliance with the requirements of such exchange or (b) if the Securities of such series are not so listed, if any, to but not including the date of redemption, subject to the rights of Holders then on the relevant record date to receive interest due on the relevant Interest Payment Datea pro rata basis”. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, The provision in Section 12.04 of the Notes will Base Indenture reading “not be redeemable at the Company’s option less than 20 nor more than 60 days prior to May 15, 2020the Redemption Date” shall be amended to read “not less than 10 nor more than 60 days prior to the Redemption Date”. (d) On or after May 15, 2020, Notwithstanding anything to the Company may on any one or more occasions redeem all or a part contrary in Article Twelve of the NotesBase Indenture, upon not less than 30 nor more than 60 days’ noticeany notice of redemption given with respect to the Notes of either series may, at the Company’s discretion, be conditioned upon the closing of another transaction, including a sale of securities or other financing, in each case as specified in the notice in reasonable detail. Notwithstanding Sections 12.05 or 12.06 of the Base Indenture, a notice of redemption prices (expressed as percentages that is subject to satisfaction or waiver of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, any conditions will be of no effect unless all conditions to the applicable date redemption have been satisfied on or before the Redemption Date or have been waived by the Company on or before the Redemption Date, and upon written notice by the Company to the Trustee that any conditions to a redemption have not been satisfied or waived on or prior to the Redemption Date, the notice of redemption, if redeemed during redemption shall be deemed revoked and shall be of no force or effect under the twelve-month period beginning on October 15 Indenture. The Company will provide notice to the Trustee of the years indicated below, subject satisfaction of all conditions as soon as practicable following such satisfaction and will provide written notice to the rights of Trustee and the Holders of Notes on any failure to satisfy or waive such condition no later than the relevant record date to receive interest on the relevant Interest Payment Redemption 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.

Optional Redemption. (a) At any time prior to May 15June 16, 20182023, the Company Issuer may on any one or more occasions redeem up to 35an aggregate of 40% of the aggregate principal amount of Notes issued under the Indenture(including any Additional Notes), upon giving not less than 30 10 days’ nor more than 60 days’ notice, at a redemption price equal to 106.250Redemption Price of 103.875 % of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with an amount not greater than the net cash proceeds of an one or more Qualified Equity OfferingOfferings; provided that: (i) at least 6550% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiariesincluding Additional Notes) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Issuer and its Subsidiaries); and (ii) the each such redemption occurs within 90 180 days of the date of the closing of such the related Qualified Equity Offering. (b) At any time prior to May 15June 16, 20202023, 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) 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. (d) On or after May 15, 2020, the Company Issuer may 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’ notice, at a Redemption Price equal to the greater of (a) the Canada Yield Price and (b) 101% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to Subsections 4.2(a) and 4.2(b) the Notes will not be redeemable at the Issuer’s option prior to June 16, 2023. (d) On or after June 16, 2023, 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 Redemption Prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if any, on the Notes redeemed, to but excluding the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October 15 June 16 of the years indicated below: Year Percentage 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.00 % (e) If the Issuer or any Guarantor becomes obligated to pay any Additional Amounts as a result of a change in the laws, treaties or regulations of any Relevant Taxing Authority, or a change in any official position regarding the application, interpretation or administration thereof (including a holding by a court of competent jurisdiction) or assessing practice with respect thereto, the enactment or adoption of which change is publicly announced on or after the date of this Indenture and such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer or the applicable Guarantor, then the Issuer may, at its option, redeem the affected Notes, in whole but not in part, upon not less than 10 days’ nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Issuer or any Guarantor would be obligated to pay Additional Amounts, if a payment on the Notes were due on such date), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the redemption date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that is on or prior to 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 redemption date). Notice of the redemption price, interest will cease Issuer’s intent to accrue on redeem the affected Notes shall not be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Issuer or portions thereof called for redemption on the applicable redemption dateGuarantor is obligated to pay Additional Amounts because of an amendment to or change in law, treaty or regulation or other position as described in this paragraph.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in clause (b) of this Section 3.7, the Company may shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to December 15, 2004. The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after December 15, 2004, 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 prices (expressed as percentages of the principal amount) if redeemed during the periods indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of redemption of the Notes (the "Redemption Date"): PERIOD PERCENTAGE ------ ---------- December 15, 2004 through December 15, 2005...................... 106.000% December 15, 2005 through maturity............................... 100.000% (b) Notwithstanding the provisions of clause (a) of this Section 3.7, at any one time or more occasions redeem from time to time on or prior to December 15, 2004, upon the consummation of an Equity Offering of the Company's common stock 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 IndentureCompany's option within 90 days of such Equity Offering, upon giving on not less than 30 nor days, but not more than 60 days’ notice, notice to each Holder of the Notes to be redeemed, with cash received by the Company from the Net Cash Proceeds of such Equity Offering, at a redemption price equal to 106.250112% of the principal amount of the Notes redeemedprincipal, plus together with accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption (subject thereon to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Redemption Date); provided, with the net cash proceeds of an Equity Offering; provided that: (i) at least however, that immediately following such redemption not less than 65% of the aggregate principal amount of the Notes originally issued under the pursuant to this 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 Issue Date remain outstanding (only as necessary to receive interest due on the relevant Interest Payment Dateavoid any duplication, excluding any replacement Notes). (c) Except Any redemption pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not this Section 3.7 shall be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, made pursuant to the applicable date provisions of redemption, 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 dateSections 3.1 through 3.6 hereof.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in this paragraph 5 and paragraph 6 below, the Company may on any one or more occasions redeem up to 35% SEK 2027 Notes are not redeemable at the option 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 OfferingIssuer. (b) At any time prior to May 15[•], 20202027, the Company Issuer may on any one redeem the SEK 2027 Notes in whole or more occasions redeem all or a part of the Notesin part, at its option, upon giving not less than 30 10 nor more than 60 days’ days prior notice, at a redemption price equal to 100% of the principal amount of the such SEK 2027 Notes redeemed, plus the relevant Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest to the redemption date and Additional Amounts, if any. (c) At any time and from time to time on or after [•], 2027, the Issuer may redeem the SEK 2027 Notes in whole or in part, upon not less than 10 days nor more than 60 days prior notice, at a redemption price equal to 100% of the principal of such SEK 2027 Notes plus accrued and unpaid interest to the redemption date. (d) In connection with any tender offer or other offer to purchase for all of the SEK 2027 Notes, if Holders of not less than 90% of the aggregate principal amount of the then-outstanding SEK 2027 Notes validly tender and do not validly withdraw such SEK 2027 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 SEK 2027 Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice following such purchase date, to redeem all SEK 2027 Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (other than any incentive payment for early tenders), plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereon, if any, to, but not including including, the repurchase 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). (ce) Except pursuant At any time and from time to paragraph 6(a) and 6(b) and paragraph 10 hereoftime prior to [•], 2027, the Issuer may redeem the SEK 2027 Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may 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’ notice, days prior notice with the net cash proceeds received by the Issuer from any Equity Offering at the a redemption prices (expressed as percentages of principal amount) set forth below, price equal to 107.750% plus accrued and unpaid interest to the redemption date and Additional Amounts, if any, on in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the SEK 2027 Notes redeemed(including Additional SEK 2027 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 principal amount of the SEK 2027 Notes being redeemed (including the principal amount of any Additional Notes) remain outstanding immediately thereafter. (f) If the Issuer is required to redeem the SEK 2027 Notes under Section 3.08(a)(3), the Issuer may redeem the SEK 2027 Notes in whole or in part upon not less than 10 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of such SEK 2027 Notes and accrued and unpaid interest to the applicable redemption date of redemptionand Additional Amounts, if redeemed during any. (g) Any redemption and notice of redemption may, at the twelve-month period beginning on October 15 of the years indicated belowIssuer’s discretion, be subject to the rights satisfaction of Holders one or more conditions precedent (including, without limitation, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering and, in the case of a redemption of the SEK 2027 Notes, the incurrence of Indebtedness the proceeds of which will be used to redeem the SEK 2027 Notes). Any notice of redemption shall be given as set forth under paragraph 8 below. (h) If the Issuer effects an optional redemption of the SEK 2027 Notes, it will, for so long as the SEK 2027 Notes are listed on the relevant Securities Official List of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the SEK 2027 Notes that will remain outstanding immediately after such redemption. (i) If the optional redemption date is on or after an interest record date to receive interest and on or before the relevant related Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 , the accrued and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, unpaid interest will cease be paid to accrue the Person in whose name the SEK 2027 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 Notes or portions thereof called for redemption on the applicable redemption dateIssuer.

Optional Redemption. (a) Except as set forth in paragraphs (b) and (c) below or in Section 3.10 of the Indenture, the Issuer may not redeem the Notes prior to , 2011. At any time prior to May 15on or after , 20182011, the Company Issuer may redeem the Notes, in whole or in part, 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’ prior notice, at a the following redemption price equal to 106.250% prices (expressed as percentages of the principal amount of the Notes redeemedamount), plus accrued and unpaid interest and Additional Amountsthereon, if any, to but not including the redemption date of redemption (subject to the rights right 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.), if redeemed during the 12-month period commencing on of the years set forth below: 2011 % 2012 % 2013 % 2014 and thereafter 100 % (cb) Except pursuant At any time prior to paragraph 6(a) and 6(b) and paragraph 10 hereof, 2011, the Issuer may at its option redeem the Notes will not be redeemable at the Company’s option prior to May 15in whole or in part, 2020. (d) On or after May 15, 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’ prior notice, at by paying a redemption price equal to the redemption prices (expressed as percentages sum of 100% of the principal amount) set forth belowamount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 ). (c) At any time prior to , 2009, the Issuer may, on one or more occasions, redeem up to a maximum of 40% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of the original aggregate principal amount of each series of Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, at a redemption priceprice equal to % of the principal amount thereof, plus accrued and unpaid interest will cease thereon, if any, to accrue the redemption date (subject to the right of Holders of record on the Notes or portions thereof called for redemption relevant record date to receive interest due on the applicable relevant Interest Payment Date); provided, however, that after giving effect to any such redemption dateat least 60% of the original aggregate principal amount of such series of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding; and any such redemption by the Issuer must be made within 120 days of such Equity Offering.

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time or from time to time prior to May March 15, 20182025, at the Company may on any one or more occasions redeem up to 35% option of the aggregate principal amount of Notes issued under the Indenture, Triumph upon giving not less than 30 10 nor more than 60 days’ noticeprior 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 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 Redemption Price equal to 100% of the principal amount of the Notes redeemed, 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 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 calculated 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 % (c) In addition, prior to March 15, 2025, Triumph may 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 Companyextent permitted by applicable procedures or regulations, electronically), 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) as ofat a Redemption Price equal to 109.000% of the principal amount thereof, and plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including 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 a relevant interest payment date); provided that at least 50% of the relevant Interest Payment Date. principal amount of Notes (cincluding Additional Notes) Except issued under the Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Triumph or its Subsidiaries and any Notes redeemed pursuant to paragraph 6(athe immediately following paragraph) and 6(b) and paragraph 10 hereof, that any such redemption occurs within 120 days following the Notes will not be redeemable at the Company’s option prior to May 15, 2020closing of any such Qualified Equity Offering. (d) On or after May In addition, prior to March 15, 20202025, at the Company may on any one or more occasions redeem all or a part option of the Notes, Triumph upon not less than 30 10 nor more than 60 days’ noticeprior notice mailed by first class mail to each Holder’s registered address (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 equal to 103.000% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, on to, but not including, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, 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: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the interest payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date).

Optional Redemption. (a) At any time prior to May June 15, 2018, the Company Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 15 nor more than 60 days’ prior notice, at a redemption price equal to 106.250106.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, 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)date, with an amount of cash equal to 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 Equity Offerings consummated after 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 redemptionIssue Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are concurrently repurchased or redeemed pursuant to another provision described under this Section 3.07 or otherwise repurchased); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (cb) At any time prior to June 15, 2020, 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’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date, subject to the rights of Holders on the relevant record dates to receive interest due on the relevant Interest Payment Date. Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 3.07, the Notes will not be redeemable at the CompanyIssuer’s option prior to May June 15, 2020. (dc) On or after May June 15, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October June 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 103.125 103.063 % 2021 102.083 102.042 % 2022 101.042 101.021 % 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.%

Optional Redemption. (a) At any time prior to May 151, 20182029, the Company may Issuer may, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indentureoccasions, 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, Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) At any time prior to May 1, 2029, the Issuer may, on any one or more occasions, redeem the Notes with the proceeds from any Equity Offering at a redemption price equal to 106.375% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date), 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; 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 this Indenture remain outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently. (c) 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. (d) On At any time on or after May 151, 20202029, the Company may Issuer may, on any one or more occasions occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at the following redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 May 1 of each of the years indicated below, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2029 103.188% 2021 102.083 2030 101.594% 2022 101.042 % 2023 2031 and thereafter 100.000 100.000% (d) 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% Unless in aggregate principal amount of the Company defaults outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such an offer in lieu of the Issuer, purchase all of the Notes validly tendered and not withdrawn by such Holders, all Holders of Notes will be deemed to have consented to such offer, and the Issuer 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 (with respect to the Issuer) or purchase (with respect to a third party) 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 of Notes (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date (subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date). In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Issuer (notwithstanding any provision of this Indenture to the contrary). (e) If a redemption pricedate is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest will cease to shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the Notes or portions thereof called for redemption on the applicable redemption dateintervening period.

Optional Redemption. (a) At any time prior to May 15March 1, 20182029, the Company may on may, at its option, redeem all or any one or more occasions redeem up to 35% portion of the aggregate principal amount of Notes issued under the Indenture, upon giving on not less than 30 10 nor more than 60 days’ noticeprior 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 (expressed as a percentage of principal amount and rounded to three decimal places) equal to 106.250to: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on March 1, 2029 on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. b) 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, at the Company’s option, upon not less than 10 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 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 March 1 of the year indicated below: 2029 102.813 % 2030 101.406 % 2031 and thereafter 100.000 % c) At any time and from time to time prior to March 1, 2029, the Company may redeem Notes, at its option, upon notice, with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 105.625% of the principal amount of such Notes being redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not 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 65exceed 40% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date (including Additional Notes); provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% 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), unless all the Notes are redeemed substantially concurrently. d) Any redemption and its Subsidiaries) remains outstanding immediately notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions precedent (including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness or other transaction or event), and may include multiple amounts of Notes that may be redeemed and the conditions precedent applicable to such amounts. Such notice shall state that, at the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the occurrence date the notice of redemption was delivered) as any or all such redemption; and conditions shall be satisfied (iior 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 occurs within 90 days date, or by the redemption date so delayed. Notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result of only some of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020conditions being satisfied. In addition, the Company may on any one or more occasions redeem all or a part provide in such notice that payment of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% and performance of the principal amount of Company’s obligations with respect to such redemption may be performed by another Person. e) If the Notes redeemedoptional redemption date is on or after an interest record date and on or before the related interest payment date, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, will be paid on the redemption date to but not including 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. (cf) Except The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. g) Any redemption pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not this Section 3.07 shall be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, made pursuant to the applicable date provisions of redemption, 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 dateSection 3.01 through 3.06.

Optional Redemption. (a) At any time prior to May July 15, 20182024, the Company Issuers may on any one redeem the Notes, in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice delivered electronically, at a redemption price equal to 106.250% in accordance with the Depositary’s procedures in the case of the principal amount of the Global Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject or mailed by first-class mail to the rights registered address of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), each Holder or otherwise in accordance 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, Depositary’s procedures at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of redemption (as calculated by the Company“Redemption Date”) as ofand, and without duplication, accrued and unpaid interest and Additional Amountsthereon, if any, to but not including excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (cb) Except pursuant to paragraph 6(a) On and 6(b) and paragraph 10 hereofafter July 15, 2024, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amountamount of Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October July 15 of each 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 2024 102.250 % 2021 102.083 2025 101.125 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (c) At any time (which may be more than once) prior to July 15, 2024, the Issuers may, at their option, redeem up to 40% Unless of the Company defaults aggregate principal amount of Notes at a redemption price equal to 104.500% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Parent (“Business Unit Disposition”), in each case to the extent such net cash proceeds are received by or contributed to Parent or a Restricted Subsidiary of Parent; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or such Business Unit Disposition. Notice of any optional redemption, including upon any Equity Offering or Business Unit Disposition, may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Business Unit Disposition, if applicable. If such redemption is subject to satisfaction of one or more conditions precedent, the notice of such redemption shall state that, in the payment 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 Redemption Date, or by the Redemption Date so delayed. (d) Except pursuant to clause (a), (b) or (c) of the redemption pricethis Section 3.07 and Section 3.09, interest will cease to accrue on the Notes or portions thereof called for will not be redeemable at the Issuers’ option prior to maturity. (e) Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time Except as set forth in the following paragraph, the Non-Consenting Securities shall not be redeemable at the option of the Company prior to May June 15, 20182007. On or after June 15, 2007, the Company may on any one or more occasions redeem up to 35% Non-Consenting Securities shall be redeemable at the option of the aggregate principal amount of Notes issued under the IndentureCompany, upon giving in whole or in part, on not less than 30 nor more than 60 days’ days prior notice, at a the following redemption price equal to 106.250% prices (expressed as percentages of the principal amount of the Notes redeemedAccreted Value), plus accrued and unpaid interest and Additional Amountsliquidated damages, if any, to but not including the redemption date of redemption (subject to the rights right 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. ), if redeemed during the 12-month period commencing on June 15 of the years set forth below (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofor, in the Notes will not be redeemable at the Company’s option case of June 15, 2009, on such date): In addition, prior to May June 15, 2020. (d) On or after May 15, 20202007, the Company may on 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 occasions redeem all or Equity Offerings by the Company at a part redemption price equal to 111.125% of the NotesAccreted 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, at days notice mailed to each Holder of Non-Consenting Securities being redeemed and otherwise in accordance with the redemption prices (expressed as percentages of principal amount) procedures set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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 dateIndenture.

Optional Redemption. (a) At any time prior to May 15June 30, 20182023, 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 this Indenture, upon giving not less than 30 15 days’ nor more than 60 days’ notice, at a redemption price equal to 106.250106.000% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 6550% 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 (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15June 30, 20202023, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 days’ 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 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(athe preceding clauses (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.10 of this Indenture, the Notes will not be redeemable at the Company’s Issuers’ option prior to May 15June 30, 20202023. (d) On or after May 15June 30, 20202023, the Company Issuers may 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’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 June 30 of the years indicated below, 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 103.125 interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2023 104.500 % 2021 102.083 2024 103.000 % 2022 101.042 2025 101.500 % 2023 2026 and thereafter 100.000 % % (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 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. (a) At any time prior to May March 15, 20182023, 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, on any one or more occasions 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, 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 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. (cb) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option At any time on or prior to May March 15, 2020. (d) On or after May 15, 20202021, the Company may on any one or more occasions redeem all the Notes with the net cash proceeds of one or more Equity Offerings, at a part redemption price of 103.875% of the Notesprincipal amount thereof, plus accrued and unpaid interest thereon 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 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, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, thereon to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October March 15 of the years indicated below, subject to the rights of the Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 2023 101.9375 % 2021 102.083 2024 101.2916 % 2022 101.042 2025 100.6458 % 2023 2026 and thereafter 100.000 % Unless the Company defaults 100.0000 % (d) The Notes will also be redeemable as provided in the payment Section 4.14(f) of the Indenture. (e) Any redemption price, interest will cease pursuant to accrue on this paragraph 5 shall be made pursuant to the Notes or portions thereof called for redemption on provisions of Sections 3.01 through 3.06 of the applicable redemption dateIndenture.

Optional Redemption. (a) At any time prior to May October 15, 20182024, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 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 106.250100.000% of the principal amount of the Notes redeemed, 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 Amountsinterest, if any, to to, but not including 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 interest payment date. (b) At any time and from time to time prior to October 15, 2024, 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 104.375% 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 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 5.5. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.6, the Notes will not be redeemable at the Company’s option prior to May October 15, 20202024. (d) On At any time and from time to time on or after May October 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 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 amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated in the table 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 2024 102.188 % 2021 102.083 2025 101.094 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (e) 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 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 shall have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (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 90.0% 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, 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 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 Date. (g) Any redemption datepursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. ​ (a) At any time prior Prior to May June 15, 20182024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under (calculated after giving effect to any issuance of Additional Notes) with the Indenturenet cash proceeds of one or more Equity Offerings, upon giving not less than 30 10 days’ nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the Applicable Procedures of DTC, at a redemption price equal to 106.250103.625% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable redemption date; provided that: (1) at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under the Indenture remain outstanding after each such redemption; and (2) such redemption occurs within 120 days after the closing of such Equity Offering. ​ (b) At any time prior to June 15, 2024, the Company may redeem the Notes, in whole at any time and in part from time to time, upon not less than 10 days’ nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder in accordance with the Applicable Procedures of DTC, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the redemption date. ​ (c) On and after June 15, 2024, the Company may redeem the Notes, in whole at any time or in part from time to time, upon not including less than 10 days’ nor more than 60 days’ notice sent or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the Applicable Procedures of DTC, at the redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes, to, but excluding, the applicable date of redemption (subject to the rights of Holders holders of Notes record on the relevant record date to receive interest on the relevant Interest Payment Dateinterest 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) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below: ​ 2024 ​ 101.813 % 2025 ​ 100.906 % 2026 and thereafter ​ 100.000 % ​ (d) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, subject or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date, provided that any Holder of such Notes may, to the rights extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Holders Section 4.20 of Notes on the relevant record date Indenture with respect to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company defaults in may not redeem that Holder’s Notes pursuant to this clause (d). ​ (e) Any prepayment pursuant to this paragraph 5 shall be made pursuant to the payment provisions of Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.Indenture. ​

Optional Redemption. (a) At any time prior to May January 15, 20182017, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% 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 (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 20202017, the Company Issuer 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 Amountsto, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(a) the preceding paragraphs and 6(b) and paragraph 10 hereofSection 3.10 of this Indenture, the Notes will not be redeemable at the CompanyIssuer’s option prior to May January 15, 20202017. (d) On or after May January 15, 20202017, the Company 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 and Additional Amounts, if anyinterest, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 January of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): 2017 104.313 % 2018 102.875 % 2019 101.438 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 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. (e) 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 May 15July 1, 20182019, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250100.000% of the principal amount of the Notes redeemed, 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 AmountsInterest, if any, to but not including excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment interest payment date. (b) At any time and from time to time prior to July 1, 2019, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date 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 original aggregate principal amount of Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15July 1, 20202019. (d) On At any time and from time to time on or after May 15July 1, 20202019, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent 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 amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 July 1 of each of the years indicated in the table 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 2019 104.125 % 2020 103.125 102.750 % 2021 102.083 101.375 % 2022 101.042 % 2023 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 Date. (f) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time prior to May 15July 1, 20182023, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250105.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject to the rights of Holders of Notes on the a relevant record date to receive interest on the relevant an Interest Payment Date), Date occurring on or prior to the redemption date) with the net cash proceeds of an Equity Offering; provided that: (iA) at least 6550% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company, any direct or indirect parent of the Company and its SubsidiariesAffiliates) remains remain outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are redeemed substantially concurrently); and (iiB) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15July 1, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 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 calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption date, subject to the rights of Holders on the a relevant record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Except pursuant to paragraph 6(athe preceding paragraphs (a) and 6(b) and paragraph 10 hereof(b), the Notes will not be redeemable at the Company’s option prior to May 15July 1, 20202023. (d) On or after May 15July 1, 20202023, the Company may 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’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve12-month period beginning on October 15 July 1 of each of the years indicated below, subject to the rights of Holders of Notes on the a relevant record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date: 2020 103.125 Year Percentage 2023 102.750 % 2021 102.083 2024 101.375 % 2022 101.042 % 2023 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. Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer (as defined below) or Asset Sale Offer (as defined in 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 Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to 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 connection with any redemption of the Notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction, and may include multiple amounts of Notes that may be redeemed and the conditions precedent applicable to such amounts. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. 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 to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

Optional Redemption. (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) 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. (d) On or after May 151, 20202021, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to 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% (b) At any time prior to May 1, 2018, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 105.875% of the principal amount thereof, 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; provided that: (1) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional AmountsNotes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to May 1, 2021, the Issuers may redeem outstanding Notes, in 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 redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 101% of the years indicated below, subject to principal amount of the rights of Holders of Notes on the relevant record date to receive so redeemed plus accrued and unpaid interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless Notes so redeemed to 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.

Optional Redemption. (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 Except as set forth in clauses (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateb), 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) Except pursuant to paragraph 6(aand (d) and 6(b) and paragraph 10 hereofof this Section 3.07, the Notes will shall not be redeemable at the Company’s option of the Company prior to May June 15, 2020. (d) 2019. On or after May June 15, 20202019, 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 Additional Amountsinterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest on the relevant Interest Payment Date: 2019 104.375 % 2020 103.125 102.188 % 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. (b) At any time prior to June 15, 2019, 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 108.750% 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 an amount not greater than 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 this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 15, 2019, 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 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. (d) The Notes will be 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 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 3.07(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 (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 Notes 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 May March 15, 20182024, the Company may on any one or more occasions Issuer may, at its option, redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 15 nor more than 60 days’ prior notice, at a redemption price equal to 106.250104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including 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)redemption, with the net cash proceeds of an one or more Equity OfferingOfferings 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 6550% of the aggregate principal amount of the Notes originally issued under the Indenture indenture (excluding Notes held by the Company Issuer and its the Issuer’s Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) notice of the redemption occurs is mailed or sent to holders of the Notes within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May March 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 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 calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including 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 Dateinterest payment date. (c) Except as set forth in paragraphs (a) and (b) of this Section 3.08, the Issuer shall not have the option to redeem the Notes pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option this Section prior to May March 15, 20202024. (d) On or after May March 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole at any time or in part from time to time, upon not less than 30 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 and Additional Amountsthereon, if any, on the Notes redeemedto, to but not including the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 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 Dateinterest payment date: 2020 103.125 Year Percentage 2024 102.125 % 2021 102.083 2025 101.063 % 2022 101.042 % 2023 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.

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to March 1, 2022. (b) At any time prior to May 15March 1, 20182022, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 106.250105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption (subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), interest payment date) with an amount not to exceed the net cash proceeds of an one or more Equity OfferingOfferings of the Company consummated after the Issue Date; provided that: (i) at least 6550% 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 redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bc) At any time prior to May 15March 1, 20202022, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 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 calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) interest payment date. The Company shall notify the Trustee of the Applicable Premium promptly after the calculation, and 6(b) and paragraph 10 hereof, the Notes will Trustee shall not be redeemable at the Company’s option prior to May 15, 2020responsible for such calculation. (d) On or after May 15March 1, 20202022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 March 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 103.125 % 2021 102.083 % 2022 101.042 102.875 % 2023 101.917 % 2024 100.958 % 2025 and thereafter 100.000 % If an 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, if any, will be paid to the Person in whose name the Notes 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. The Company or any of its Restricted Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise. 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.

Optional Redemption. (a) Except as described below, the Notes will not be redeemable at the Issuer’s option prior to January 1, 2014. (b) At any time on or prior to May 15January 1, 20182014, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes issued under the this Indenture), upon giving not less than 30 nor more than 60 days’ notice, at a redemption price of 112.500% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date using the net cash proceeds of one or more Equity Offerings by the Issuer, provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture 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. (c) During any twelve-month period commencing on the Issue Date and ending on or prior to January 1, 2014, the Issuer may redeem up to 10% of the aggregate principal amount 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 (or transferred otherwise in accordance with the applicable procedures of DTC) at a redemption price equal to 106.250% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest to the redemption date. (d) At any time prior to January 1, 2014, the Notes may be redeemed in whole or in part at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the 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 Additional Amountsaccrued and unpaid interest, if any, to but not including the date of redemption (subject to the rights right 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 Dateinterest payment date). (c) 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. (de) On or after May 15January 1, 20202014, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated set forth below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 On or after January 1, 2014 to June 30, 2014 106.250% 2021 102.083 On or after July 1, 2014 to December 31, 2014 104.688% 2022 101.042 On or after January 1, 2015 to June 30, 2015 103.125% 2023 and thereafter 100.000 On or after July 1, 2015 to December 31, 2015 101.563% On or after January 1, 2016 100.000% (f) 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. (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (h) Except pursuant to the preceding Section 3.07(a), (b), (c) and (d), the Notes will not be redeemable at the Issuer’s option prior to their final maturity.

Optional Redemption. (a) At any time prior to May October 15, 20182024, the Company Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenturethis Indenture (including any Additional Notes), upon giving not less than 30 10 nor more than 60 days’ noticenotice (except that redemption notices may be sent 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), at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), with an amount not exceeding the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 6560% 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 redemptionredemption (excluding Notes held by the Issuer and its Subsidiaries); and (ii2) the redemption occurs within 90 150 days of the date of the closing of each such Equity Offering. (b) At any time prior Prior to May October 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ noticenotice (except that redemption notices may be sent 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), at a redemption price equal to 100% of the sum of (1) the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium at the redemption date, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date). (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the CompanyIssuer’s option prior to May October 15, 20202024. (d) On or and after May October 15, 20202024, the Company Issuer may 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’ noticenotice (except that redemption notices may be sent 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), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemedto be redeemed to, but excluding the applicable redemption date (subject to the applicable right of Holders of record on the relevant record date of redemptionto receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-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 2024 103.125 % 2021 102.083 2025 101.563 % 2022 101.042 % 2023 2026 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. (e) 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 May March 15, 20182021, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 15 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 prior notice 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 such Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemptionredemption date. (b) At any time and from time to time prior to March 15, subject 2021, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 106.000% plus accrued and unpaid interest, to but excluding the rights redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of Holders on the relevant record date 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 55% 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 the Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to receive interest due on be purchased in the relevant Interest Payment Datemanner described under SECTIONS 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this SECTION 5.7 or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to May March 15, 20202021. The Company will not, however, be prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. (d) On At any time and from time to time on or after May March 15, 20202021, the Company may on any one redeem the Notes in whole or more occasions redeem all or a part of the Notesin part, upon not less than 30 15 nor more than 60 days’ notice, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October March 15 of the years year 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 102.083 103.000 % 2022 101.042 101.500 % 2023 and thereafter 100.000 % % (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 whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. (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.

Optional Redemption. (a) At any time prior to May 15December 1, 20182020, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject the “Redemption Date”)(subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that: (i1) at least 65% of the aggregate principal amount of the such applicable Notes originally issued under the this 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 such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15December 1, 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 such applicable Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(aSection 3.07(a) and 6(b) and paragraph 10 hereofor (b), the Notes will not be redeemable at the Company’s option prior to May 15December 1, 2020. (d) On or after May 15December 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 and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 December 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 Dateinterest payment date: 2020 103.125 102.938% 2021 102.083 101.469% 2022 101.042 % 2023 and thereafter 100.000 % 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. Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for the Notes at a price of at least 100% of the principal amount of such applicable Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date, if Holders of not less than 90% in aggregate principal amount of the outstanding applicable Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of such applicable Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all such applicable Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. Notice of any redemption pursuant to this Article 3 may be given prior to the 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, whether by tender offer, open market purchases, negotiated transactions or otherwise. (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 May July 15, 20182014, 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 this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% 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; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May July 15, 20202015, the Company Issuers 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 AmountsInterest, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(a) the preceding paragraphs and 6(b) and paragraph 10 hereofSection 3.10 of this Indenture, the Notes will not be redeemable at the Company’s Issuers’ option prior to May July 15, 20202015. (d) On or after May July 15, 20202015, the Company 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 AmountsInterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October July 15 of the years indicated below, 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 103.125 interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2015 103.500 % 2021 102.083 2016 101.750 % 2022 101.042 % 2023 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. (e) 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 May 15, 20182015, 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 106.250107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial 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 in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; 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, 20202015, 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 AmountsSpecial Interest, if any, 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 Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding two paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15, 20202015. (d) On or after May 15, 20202015, 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 Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 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 Year Percentage 2015 105.5313 % 2021 102.083 2016 103.6875 % 2022 101.042 2017 101.8438 % 2023 2018 and thereafter 100.000 100.0000 % 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.

Optional Redemption. (a) At any time prior to May June 15, 20182027, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 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 106.250100.000% of the principal amount of Notes redeemed plus the Notes redeemedrelevant Applicable Premium as of, plus and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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), 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 interest payment date. (b) At any time and from time to time prior to June 15, 2025, 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 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 paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the Company’s option prior to May June 15, 20202027. (d) On At any time and from time to time on or after May June 15, 20202027, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 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 amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October June 15 of each of the years indicated in the table 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 Period Percentage 2027 103.188 % 2021 102.083 2028 102.125 % 2022 101.042 2029 101.063 % 2023 2030 and thereafter 100.000 % (e) 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 do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the 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 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. (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. (g) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (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) 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. (d) On or after May 15April 1, 20202019, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve month period beginning on April 1 of the years indicated below: 2019 104.406% 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% (b) At any time prior to April 1, 2019, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 105.875% of the principal amount thereof, 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; provided that: (1) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional AmountsNotes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to April 1, 2019, the Issuers may redeem outstanding Notes, in 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 redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 101% of the years indicated below, subject to principal amount of the rights of Holders of Notes on the relevant record date to receive so redeemed plus accrued and unpaid interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless Notes so redeemed to 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.

Optional Redemption. (a) At any time prior to May On or after January 15, 20182021, 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, Notes upon giving not less than 30 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, at a redemption price equal to 100% of the principal amount of the if any Global 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 redemptionare outstanding, subject to the rights ability of Holders the Depositary to process such redemption on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) 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. (d) On or after May 15, 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’ specified in such notice), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedredeemed to, to but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-twelve month period beginning on October 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 DateDate for periods prior to such redemption date: 2020 103.125 % 2021 102.083 103.250 % 2022 101.042 102.167 % 2023 101.083 % 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. At any time prior to January 15, 2021, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, if any Global Notes are outstanding, subject to the ability of Depositary to process such redemption on the date specified in such notice), 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 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 for periods prior to such date of redemption. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 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 of 106.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Company or the date of contribution to the Company’s common equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent.

Optional Redemption. (a) At any time prior to May June 15, 20182028, the Company Issuer may on any one at its option redeem the 2028 Notes, in whole 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’ noticein part, at a redemption price equal to 106.250the greater of: (i) 100% of the principal amount of the 2028 Notes to be 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 sum of the date present value of (i) the redemption price (100% of the closing principal amount of the 2028 Notes to be redeemed) on June 15, 2028 and (ii) all required remaining scheduled interest payments due on the 2028 Notes to be redeemed through June 15, 2028 (not including any portion of such Equity Offeringpayments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on an annual basis (Actual/Actual ICMA) at the applicable Comparable Government Bond Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount of the 2028 Notes to be redeemed to, but not including, the Redemption Date. The Comparable Government Bond Rate will be calculated on the third Business Day next preceding the Redemption Date (the “Calculation Date”). (b) At If the 2028 Notes are redeemed at any time prior to May on or after June 15, 20202028, the Company 2028 Notes 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, be redeemed at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsthereon to, if any, to but not including 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 Redemption Date. (c) Except pursuant Notice of any such redemption must be mailed by first-class mail to paragraph 6(a) and 6(b) and paragraph 10 hereofeach Holder’s registered address, the Notes will or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not be redeemable at the Company’s option less than 15 nor more than 60 days prior to May 15, 2020the Redemption Date. (d) On or after May 15, 2020, The following terms have 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 Additional Amounts, if any, on the Notes redeemed, meanings given to the applicable date of redemption, 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 them 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.this Section 3.01(d):

Optional Redemption. (a) At any time prior to May February 15, 20182024, 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’ noticenotice as provided in the Indenture, at a redemption price equal to 106.250107.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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), with an amount of cash not greater than the net cash proceeds of an Equity Offering; , provided that: (iA) at least 65% of the aggregate principal amount of the Notes originally issued under on the date of the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all Notes are redeemed substantially concurrently therewith); and (iiB) the redemption occurs within 90 180 days of after the date of the closing of such Equity Offering. (b) At any time prior to May February 15, 20202024, 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’ noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by of the Company) as ofredemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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) The Company may redeem Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May February 15, 20202024. (de) On or after May February 15, 20202024, 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’ noticenotice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 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: 2020 103.125 2024 103.875% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 2025 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.

Optional Redemption. (a) At any time prior to May August 15, 20182008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturethis Indenture (including Additional Notes, upon giving not less than 30 nor more than 60 days’ notice, if any) at a redemption price equal to 106.250of 107.75% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, 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)date, with the net cash proceeds of an one or more Equity OfferingOfferings 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: (i1) at least 65% 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) remains outstanding immediately after the occurrence of such redemption); and (ii2) the redemption occurs must occur within 90 days of the date of the closing of such Equity Offering. (b) At The Notes may be redeemed, in whole or in part, at any time prior to May August 15, 20202009, at the option of 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, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including to, the date of redemptionapplicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe two preceding paragraphs, the Notes will are not be redeemable at the Company’s option prior to May August 15, 20202009. 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 Indenture. (d) On or after May After August 15, 2020, 2009 the Company may on any one or more occasions redeem all or a part of the Notes, 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, below plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemedthereon, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 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 Dateinterest payment date: 2020 103.125 2009 103.875 % 2021 102.083 2010 101.938 % 2022 101.042 % 2023 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time Except as set forth in the following paragraph, the Securities will not be redeemable at the option of the Company prior to May July 15, 20182005. Thereafter, the Company may on any one or more occasions redeem up to 35% Securities will be redeemable at the option of the aggregate principal amount of Notes issued under the IndentureCompany, upon giving in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 15 of the years set forth below: Year Redemption Price ---------------------------------------------------------------------- 2005 105.313% 2006 103.542% 2007 101.771% 2008 and thereafter 100.000% In addition, at any time and from time to time prior to July 15, 2003, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent that the proceeds thereof are contributed to the Company, at a redemption price equal to 106.250110.625% 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 redemption date; provided, however, that, after -------- ------- giving effect to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) any such redemption at least 65% of the original aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) Securities remains outstanding immediately after the occurrence of outstanding. In addition, any such redemption; and (ii) the redemption occurs shall be made within 90 180 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, Offering upon giving not less than 30 nor more than 60 days’ notice' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to July 15, 2005, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or 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 registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium (as calculated by the Company) as of, and accrued and but unpaid interest and Additional Amountsinterest, if any, to but not including to, the date of redemptionredemption date, subject to the rights right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) 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. (d) On or after May 15, 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 and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, 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.

Optional Redemption. (a) At any time prior to May 15August 1, 20182014, 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 Indenturethis Indenture (including any Additional Notes), upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250111% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject thereon to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)applicable redemption date, with the net cash proceeds of an Equity OfferingOffering 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: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (including any Additional Notes, but excluding Notes held by the Company Holdings and its Restricted Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15August 1, 20202014, the Company may Issuers may, on any one or more occasions 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 Amountsinterest, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to May 15August 1, 20202014. (d) On or after May 15August 1, 20202014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, 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, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 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 Dateinterest payment date: 2020 103.125 2014 105.5 % 2021 102.083 2015 102.75 % 2022 101.042 % 2023 2016 and thereafter 100.000 100 % 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notices of redemption may be conditional at the Issuers’ discretion, including but not limited to, upon the completion of an Equity Offering. (f) The Issuers may acquire Notes by means other than a redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this Indenture.

Optional Redemption. (a) At any time prior to May November 15, 20182022, the Company Issuers may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at their option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or by first class mail, at postage prepaid, with a redemption price equal copy to 106.250% the Trustee, to each Holder of Notes to the principal amount address of such Holder appearing in 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’ noticeRegister, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and (including Additional Amounts, if any), to if any, to, but not including excluding, the date of redemptionredemption (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 interest payment date. (b) At any time and from time to time prior to November 15, 2022, the Issuers may redeem Notes with the Net Cash Proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.375% of the principal amount of such Notes, plus accrued and unpaid interest, if any, (including Additional Amounts, 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 the 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 this Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer 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 Sections 5.1 through 5.6. (c) 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 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 have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 10 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. (d) The Issuers may, at their option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 60 days’ notice to the Holders (which notice shall be given in accordance with Section 5.3), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuers are, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Issuers cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (1) and (2), a “Change in Tax Law”); provided, however, the Issuers may not redeem the Notes under this paragraph (d) if the Change in Tax Law obliging the Issuers to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court (including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart) or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture. This paragraph (d) shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (e) Except pursuant to paragraph 6(aparagraphs (a), (b), (c) and 6(b(d) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the Company’s Issuers’ option prior to May November 15, 20202022. (df) On At any time and from time to time on or after May November 15, 20202022, the Company Issuers may on any one redeem the Notes in whole or more occasions redeem all or a part of the Notesin part, at their option, upon not less than 30 10 nor more than 60 days’ noticenotice 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 redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October November 15 of the years year 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 101.042 102.188 % 2023 101.094 % 2024 and thereafter 100.000 % % (g) 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. (h) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time prior to May 15September 1, 20182023, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250103.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject the “Redemption Date”)(subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that: (i1) at least 65% of the aggregate principal amount of the such applicable Notes originally issued under the this 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 such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15September 1, 20202023, 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 such applicable Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(aSection 3.07(a) and 6(b) and paragraph 10 hereofor (b), the Notes will not be redeemable at the Company’s option prior to May 15September 1, 20202023. (d) On or after May 15September 1, 20202023, 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 Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 September 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 Dateinterest payment date: 2020 103.125 2023 101.938% 2021 102.083 2024 100.969% 2022 101.042 % 2023 2025 and thereafter 100.000 % 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. Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for the Notes at a price of at least 100% of the principal amount of such applicable Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date, if Holders of not less than 90% in aggregate principal amount of the outstanding applicable Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of such applicable Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all such applicable Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. Notice of any redemption pursuant to this Article 3 may be given prior to the 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, whether by tender offer, open market purchases, negotiated transactions or otherwise. (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 May December 15, 20182020, 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 Indenturehereunder (including any Additional Notes), upon giving not less than 30 nor more than 60 days’ notice, at a redemption price of 107.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), with an amount equal to all or a portion of the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Notes issued hereunder (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (b) Prior to December 15, 2020, the Issuers may on one or more occasions redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the sum of: (1) the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium at the redemption date, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date), 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) interest payment date that is on or prior to the redemption occurs within 90 days of the date of the closing of such Equity Offeringdate). (c) Except pursuant to clauses (a), (b) At any time or (e) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to May December 15, 2020. (d) On or after December 15, 2020, the Company Issuers 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) 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. (d) On or after May 15, 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 and Additional Amountsinterest, if any, on the Notes redeemed, to be redeemed to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve month period beginning on December 15 of the years indicated below: Year Percentage 2020 103.125 105.813 % 2021 102.083 103.875 % 2022 101.042 101.938 % 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. (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(i) hereof (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) Except as set forth below in this Section 3.07 or in Section 4.14, the Issuers will not be entitled to redeem the Notes at their option prior to March 1, 2024. a. At any time prior to May 15March 1, 20182024, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the IndentureNotes, in whole or in part, upon giving not less than 30 15 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 prior notice as described 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’ noticeSection 3.02, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium as of the date of redemption (as calculated by the Company) as of“Redemption Date”), and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment DateDate in accordance with Section 3.05. Calculation of the Applicable Premium will be made by the Issuers or on behalf of the Issuers or by such Person as the Issuers shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. (c) Except pursuant to paragraph 6(a) b. On and 6(b) and paragraph 10 hereofafter March 1, 2024, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 15 nor more than 60 days’ noticeprior notice as described under Section 3.02, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the rights of Holders on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date in accordance with Section 3.05, if redeemed during the twelve-month period beginning on October 15 March 1 of each of the years indicated below: 2024 101.750% 2025 100.875% 2026 and thereafter 100.000% In addition, prior to March 1, 2024, the Issuers may, at their option, upon not less than 15 nor more than 60 days; prior notice as described under Section 3.02, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by them at a redemption price equal to 103.500% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 Date in accordance with Section 3.05, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of the aggregate principal amount of Notes issued under this Indenture (giving effect to the issuance of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption price, interest will cease to accrue on occurs within 180 days of the date of closing of each such Equity Offering. c. Notice of any redemption or purchase of the Notes may, at the Issuers’ discretion, be subject to one or portions thereof called for more conditions precedent, including the completion of an Equity Offering or other corporate transaction. d. Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.01 through 3.06.

Optional Redemption. (a) Except as set forth below, the Notes will not be redeemable at the Company’s option prior to March 16, 2025. At any time prior to May 15March 16, 20182025, 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, redeemed plus the Applicable Premium (as calculated by the Company) as of, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption(the “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. (c) Except pursuant to paragraph 6(a) interest payment date. In addition, on and 6(b) and paragraph 10 hereofafter March 16, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 20202025, the Company may may, at its option, on any one or more occasions occasions, redeem all or the Notes at a part redemption price equal to 100.000% of the Notesaggregate principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. At any time, in connection with any tender offer or other offer to purchase any series of Notes (including pursuant to a Change of Control Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in such offer, all of the holders of such series of Notes will be deemed to have consented to such tender or other offer and accordingly, the Company or any third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase, to redeem all Notes of such series that remain outstanding following such purchase at a price equal to the redemption prices (expressed as percentages of principal amount) set forth belowprice paid to holders in such purchase, plus accrued and unpaid interest and Additional Amountsinterest, if any, on such Notes to (but not including) the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 interest payment date falling prior to or on the redemption date). Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and thereafter 100.000 % Unless the rules of such exchange so require, the Company defaults in will notify the payment exchange of any such notice of redemption. In addition, the Company will notify the exchange of the principal amount of any Notes outstanding following any partial redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateof Notes.

Optional Redemption. (a) At any time after the Escrow Termination Date and prior to May 151, 20182015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (minus, if the IndentureAcquisition has not occurred, the Redeemable Notes Amount), upon giving not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 106.250107.875% 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 (Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)interest payment date, in an amount not to exceed the net cash proceeds received by the Company from one or more Equity Offerings of the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of an a concurrent Equity OfferingOffering of Parent or any direct or indirect parent company of the Company; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding (a) if the Acquisition has not occurred, the Redeemable Notes Amount and (b) Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At In addition, at any time and from time to time after March 1, 2013 and prior to May 1, 2015, but not more than once in any twelve-month period (the first of which such periods will begin on March 1, 2013), the Company may redeem, in each such twelve-month period, upon not less than 30 nor more than 60 days’ prior notice, up to 10% of the aggregate principal amount of notes issued under this Indenture (minus, if the Acquisition has not occurred, the Redeemable Notes Amount), at a redemption price of 103% of the principal amount of the notes redeemed, plus any accrued and unpaid interest, to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, at any time prior to May 151, 20202015, the Company may on any one or more occasions also redeem all or a part of the Notes, upon giving 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 calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including 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. (cd) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 151, 20202015. (de) On or after May 151, 20202015, the Company may on any one or more occasions redeem all or a part of the Notes, 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, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October 15 May 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 Dateinterest payment date: 2020 103.125 Year Percentage 2015 105.906 % 2021 102.083 2016 103.938 % 2022 101.042 2017 101.969 % 2023 2018 and thereafter 100.000 % % (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. 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.

Optional Redemption. (aA) At any time and from time to time prior to December 1, 2016, the Company may redeem the notes at its option, in whole or in part, 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, if any, to, the applicable redemption date. (B) At any time prior to May 15December 1, 20182016, 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 106.250111.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, 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 in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; 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 90 180 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. (cC) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraph, the Notes will not be redeemable at the Company’s option prior to May 15December 1, 20202016. (dD) On or after May 15December 1, 20202016, 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 Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 December 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 103.125 Year Percentage 2016 108.250 % 2021 102.083 2017 105.500 % 2022 101.042 % 2023 2018 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.

Optional Redemption. (a) At any time prior to May 15On or after April 28, 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, Notes upon giving not less than 30 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, at a redemption price equal to 100% of the principal amount of the if any Global 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 redemptionare outstanding, subject to the rights ability of Holders the Depositary to process such redemption on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) 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. (d) On or after May 15, 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’ specified in such notice), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedredeemed to, to but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-twelve month period beginning on October 15 April 28 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 DateDate for periods prior to such redemption date: 2018 103.418 % 2019 102.279 % 2020 103.125 101.139 % 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. At any time prior to April 28, 2018, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, if any Global Notes are outstanding, subject to the ability of Depositary to process such redemption on the date specified in such notice), 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 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 for periods prior to such date of redemption. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to April 28, 2016, 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 of 106.836% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Company or the date of contribution to the Company’s common equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent.

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to May 15, 20182015, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal prior notice mailed by first-class mail 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’ noticeeach Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including including, the applicable 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 Dateinterest payment date). (b) Except as set forth in subparagraphs (a), (c) Except pursuant to paragraph 6(aand (d) and 6(b) and paragraph 10 hereofof this Paragraph 5, the Company shall not have the option to redeem the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 20202015. Thereafter, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any) upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October May 15 of the years indicated below: 2015 105.750% 2016 and thereafter 100.000% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 5, subject at any time prior to May 15, 2015, the Company may at its option on any one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued at a redemption price of 111.500% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the rights redemption date, with the net cash proceeds of Holders one or more Equity Offerings; provided that: (i) at least 65% of such aggregate principal amount of the Notes on (including Additional Notes, if any) originally issued remains outstanding immediately after the relevant record date to receive interest on occurrence of such redemption (other than Notes held directly or indirectly by the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless Parent Company, the Company defaults in the payment and its Affiliates); and (ii) each such redemption must occur within 90 days of the redemption price, interest will cease to accrue on date of the Notes or portions thereof called for redemption on the applicable redemption dateclosing of such Equity Offering.

Optional Redemption. (a) a. At any time prior to May 15September 1, 20182023, 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 in the case of Notes equal to 106.250103.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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 Dateinterest payment date), with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that: (i) 1. at least 65% of the aggregate principal amount of the such applicable 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 such redemption; and (ii) 2. the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) b. At any time prior to May 15September 1, 20202023, 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 such applicable Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, 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 Dateinterest payment date. (c) c. Except pursuant to paragraph 6(athe preceding paragraphs (a) and 6(b) and paragraph 10 hereofor (b), the Notes will not be redeemable at the Company’s option prior to May 15September 1, 20202023. (d) d. On or after May 15September 1, 20202023, 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 Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 September 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 103.125 2023 101.938% 2021 102.083 2024 100.969% 2022 101.042 % 2023 2025 and thereafter 100.000 100.000% 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.

Optional Redemption. (aA) At any time prior to May 15June 1, 20182024, the Company Issuer may on any one redeem, at its option, all or more occasions redeem up to 35% part of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 106.250% the sum 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 redeemedthereof, plus (ii) the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including of the date of redemption, plus (iii) accrued and unpaid interest, if any, to, but excluding, the 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 Dateinterest payment date falling on or prior to the redemption date). (cB) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofAt any time on or after June 1, 2024, the Notes Issuer will not be redeemable entitled, at the Company’s option prior to May 15its option, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions occasions, to redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as in percentages of the principal amount) set forth belowamount of the Notes to be redeemed), plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date falling on or prior to the redemption date), if redeemed during the 12-month period commencing on June 1 of the years set forth below: 2020 103.125 2024 102.438 % 2021 102.083 2025 101.219 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (C) At any time prior to June 1, 2024, the Issuer may redeem the Notes with the net cash proceeds from any Equity Offering at a redemption price equal to 104.875% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date), in an aggregate principal amount for all such redemptions not to exceed 40.0% of the original aggregate principal amount of the Notes, including any Additional Notes; provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering and (ii) at least 60.0% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately thereafter. (D) Until 120 days after the Issue Date, the Issuer may redeem in the aggregate up to 35.0% of the original aggregate principal amount of the Notes with the net cash proceeds of any loans received pursuant to COVID-19 Relief Funds at a redemption price equal to 102.4375% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date); provided that at least 65.0% of the original aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately thereafter. (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 date. (F) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

Optional Redemption. (a) At any time prior to May 15July 31, 20182022, the Company may may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250of 105.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15July 31, 20202022, the Company may may, on any one or more occasions occasions, redeem all or a part of the Notes, upon giving not less than 30 10 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 calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including 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) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofabove, the Notes will are not be redeemable at the Company’s option prior to May 15July 31, 20202022. The Company and its subsidiaries are not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (d) On or after May 15July 31, 20202022, the Company may may, on any one or more occasions occasions, 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 and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 July 31 of the years indicated below, 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 % interest payment date): 2022 101.042 102.500 % 2023 101.250 % 2024 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 the Notes, including a Change of Control Offer, if Holders of not less than 90% Unless 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 a tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults 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 tender 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 tender offer, plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the redemption priceaggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase, interest will cease the denominator in such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of the Indenture to accrue on the Notes or portions thereof called for redemption on the applicable redemption datecontrary).

Optional Redemption. (a) At any time Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 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) 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. (d) . On or after May 15, 20202018, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders 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), if redeemed during the twelve-month period beginning on October May 15 of the years indicated below: Year Percentage 2018 104.500 % 2019 103.000 % 2020 101.500 % 2021 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to May 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to May 15, 2018, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the record date to receive interest due on an interest payment of date that is on or prior to the redemption pricedate), interest will cease to accrue on plus (iii) the Notes or portions thereof called for redemption on Make-Whole Premium at the applicable redemption date. (d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(h). (e) 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. (a) At any time prior to May 15August 1, 20182016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, Indenture at a redemption price equal to 106.250of 106.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsSpecial 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)date, with the net cash proceeds of an one or more Equity OfferingOfferings; 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 redemptionredemption (excluding Notes held by Icahn Enterprises and its Subsidiaries (including any Guarantor)); and (ii) and the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15February 1, 20202017, 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 AmountsSpecial Interest, if any, 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 Date. (c) Except pursuant to paragraph 6(aas set forth in subparagraph (a) and 6(b(b) and paragraph 10 hereofof this Paragraph 5, the Notes will not be redeemable at the Company’s option prior to May 15February 1, 20202017. (d) On or after May 15February 1, 20202017, the Company may on any one or more occasions will have the option to redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, (1) at a redemption price equal to 104.500% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Special Interest, if any, to the applicable redemption date during the period on or after February 1, 2017 and prior to August 1, 2017, and (2) thereafter at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 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 Dateinterest payment date: 2020 103.125 2017 103.000 % 2021 102.083 2018 101.500 % 2022 101.042 % 2023 2019 and thereafter 100.000 100.0000 % 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.

Optional Redemption. (a) At any time prior to May 15March 1, 20182025, the Company may may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture (including any Additional Notes) at a redemption price equal to 106.250of 105.125% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including 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)date, with the net cash proceeds of an one or more Equity OfferingOfferings by the Company or a contribution to the equity capital of the Company (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by any Parent Company (in each case, other than Excluded Contributions); provided that: that (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under the 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 and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or equity contribution. (b) At any time prior to May 15On or after March 1, 20202025, 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) 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. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 ten nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 March 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 103.125 2025 102.563 % 2021 102.083 2026 101.281 % 2022 101.042 % 2023 2027 and thereafter 100.000 % (c) Prior to March 1, 2025, the Company may also redeem all or any portion of the Notes upon not less than ten nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (a “Make-Whole Redemption Date”). (d) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of this Indenture.

Optional Redemption. (aA) At any time prior to May 15August 1, 20182026, the Company Issuers may on any one redeem, at their option, all or more occasions redeem up to 35% part of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 106.250% the sum 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 redeemedthereof, plus (ii) the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including of the date of redemption, plus (iii) accrued and unpaid interest, if any, to, but excluding, the 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 Dateinterest payment date falling on or prior to the redemption date). (cB) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofAt any time on or after August 1, 2026, the Notes Issuers will not be redeemable entitled, at the Company’s option prior to May 15their option, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions occasions, to redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at the redemption prices set forth below (expressed as in percentages of the principal amount) set forth belowamount of the Notes to be redeemed), plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date falling on or prior to the redemption date), if redeemed during the 12-month period commencing on August 1 of the years set forth below: 2020 103.125 Period Redemption Price 2026 103.500% 2021 102.083 2027 101.750% 2022 101.042 % 2023 2028 and thereafter 100.000 100.000% Unless (C) At any time prior to August 1, 2026, the Company defaults in Issuers may redeem the payment Notes with the net cash proceeds from any Equity Offering at a redemption price equal to 107.000% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption price, interest will cease date (subject to accrue the right of Holders of record on the Notes or portions thereof called for redemption relevant record date to receive interest due on the applicable relevant interest payment date falling on or prior to the redemption date.), in an aggregate principal amount for all such redemptions not to exceed 40.0% of the original aggregate principal amount of the Notes, including any Additional Notes; provided that (i) in each case the redemption takes place not later than

Optional Redemption. (a) At any time prior to May February 15, 20182024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the IndentureIndenture (calculated after giving effect to any Issuance of Additional Notes), upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption 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 an amount of cash no greater than the net cash proceeds of an from all Equity OfferingOfferings by the Company since the Issue Date; provided that: (i) at least 65% (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 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May February 15, 20202024, 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 redemptionredemption 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. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May February 15, 20202024. (d) On or after May February 15, 20202024, 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 the principal amountamount of the Notes redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to (but excluding) the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 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: 2020 103.125 2024 102.563% 2021 102.083 2025 101.281% 2022 101.042 % 2023 2026 and thereafter 100.000 100.000% 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.

Optional Redemption. (a) At any time prior to May June 15, 20182015, 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, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250108.375% 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 holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest 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 this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains 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 May June 15, 2020, 2015 the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 nor more than 60 days’ notice, 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 calculated by of the Company) as ofdate of redemption, 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to May June 15, 2020. (d) 2015. On or after May June 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2015 106.281 % 2021 102.083 2016 104.188 % 2022 101.042 2017 102.094 % 2023 2018 and thereafter 100.000 % % (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. (e) Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in Section 2.11, the Company may on any one or more occasions shall not be entitled to 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) 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. (db) On or and after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedthereon, to the applicable date of redemption, if redeemed during redemption (the twelve-month period beginning on October 15 of the years indicated below“Redemption Date”), subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed beginning on May 15 of the years indicated below: 2020 103.125 103.500 % 2021 102.083 102.333 % 2022 101.042 101.167 % 2023 and thereafter 100.000 % Unless Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any 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 Company, or (in the case of a Change of Control Offer) any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (c) Any redemption made pursuant to this Section 2.10 shall be made in accordance with Article III of the redemption priceOriginal Indenture, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateexcept as expressly set forth in this Section 2.10.

Optional Redemption. (a) At any time prior to May 15October 31, 20182023, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250100.000% of the principal amount of the Notes redeemed, 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 any Additional AmountsInterest, if any, to to, but not including excluding, the redemption date of redemption(the “redemption date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) At any time and from time to time prior to October 31, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 103.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the applicable redemption date, subject to the right of Holders of record of the Notes on the relevant record date 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 50% of the original aggregate principal amount of Notes initially issued under this Indenture (including Additional Notes, if any) 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 or repurchased 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 Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15October 31, 20202023. (d) On At any time and from time to time on or after May 15October 31, 20202023, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent 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 amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 31 of each of the years indicated in the table 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 2023 101.938 % 2021 102.083 2024 100.969 % 2022 101.042 % 2023 2025 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 date. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. (g) 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 withdraw such Notes in such tender offer and the Issuer, or any third party making a 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 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (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 not including, the date of such redemption.