Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15December 1, 20242015, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250108.500% of the principal amount thereof, plus accrued and unpaid interestinterest 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 funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 45 days of the date of the closing of such Equity Offering. (b) At any time prior to December 1, 2015, 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) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to December 1, 2015. (d) On and or after July 15December 1, 20242015, the Company may 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 interestinterest and Additional Amounts, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period beginning on July 15 December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: YEAR Year Percentage 2024 102.625 2015 106.375 % 2025 101.313 2016 104.250 % 2026 2017 102.125 % 2018 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, % Unless the Company may, at its option, redeem all or a portion of defaults in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect , interest will cease to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to accrue on the Notes promptly after or portions thereof called for redemption on the calculation and the Trustee shall not be responsible for such calculationapplicable redemption date. (de) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. Except as described set forth in this Section 3.07 and in Section 4.14(d)the following paragraph, the Notes will Securities shall not be redeemable at the Company’s option of the Issuers prior to July November 15, 2024. 2006. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole or in part, on not less than 30 nor more than 60 days prior notice, at the following redemption prices (a) At any time expressed as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ----------------------------------------------- 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to July November 15, 20242005, the Company Issuers may on any one or more occasions redeem up to 40a maximum of 35% of the original aggregate principal amount of Notes issued under this Indenture the Securities (including calculated giving effect to any issuance of Additional NotesSecurities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption price of 105.250equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and provided, however, that after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect giving effect to any such redemption, the Company shall notify the Trustee at least 65% of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase original aggregate principal amount of the notes Securities (including upon an calculated giving effect to any issuance of Additional Securities) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering or debt incurrence or upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in connection accordance with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, procedures set forth in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. Except (a) On and after July 15, 2018 the Issuer may redeem all or, from time to time, part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as described in this Section 3.07 a percentage of the principal amount) plus accrued and in Section 4.14(dunpaid interest to, but not including, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on July 15 of the years indicated below: 2018 104.031 % 2019 102.688 % 2020 101.344 % 2021 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes will not or the portion thereof called for redemption on the applicable redemption date. Any such redemption and notice may, in the Issuer’s discretion, be redeemable at subject to the Company’s option prior satisfaction of one or more conditions precedent. (b) Prior to July 15, 2024. (a) At any time prior to July 15, 20242018, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate original principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofof any Additional Notes denominated in such currency), plus accrued and unpaid interest, if any, to the redemption dateupon not less than 10 nor more than 60 days’ notice, with funds in an aggregate amount equal to (the net cash proceeds “Redemption Amount”) not exceeding the Net Cash Proceeds of one or more Equity Offerings by at a redemption price of 105.375% of the Companyprincipal amount of the Notes, plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (i1) at least 60% of the original principal amount of the Notes issued under this Indenture (including the principal amount of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 180 days of the date of after the closing of such Equity Offering. (b) On and after July 15, 2024, . Any redemption notice given in respect of the Company may redeem all or a part redemption of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) or an event that constitute constitutes a Change of Control Triggering EventControl) may, at the CompanyIssuer’s discretion, be given prior subject to the completion satisfaction of such transaction and may be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of such transaction or event, as the related Equity Offering, debt incurrence or Change of Control Triggering Eventcase may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the CompanyIssuer’s discretion, the redemption or purchase 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 satisfiedsatisfied or waived, 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 or waived by the redemption or purchase date, or by the redemption or purchase date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Company Issuer may provide in such notice that payment of the redemption or purchase price and performance of the CompanyIssuer’s obligations with respect to such redemption or purchase may be performed by another Person. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. (c) Prior to July 15, 2018, the Issuer may redeem all or, from time to time, a part of the Notes upon not less than 10 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium and accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Any such redemption and notice may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. Except as described set forth in this Section 3.07 the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and in Section 4.14(dthere is no sinking fund for the Notes. At any time or from time to time prior to May 15, 2029 (six months prior to the Stated Maturity of the Notes), the Notes will not be redeemable Issuer may redeem, at the Company’s option prior to July 15its option, 2024. (a) At any time prior to July 15, 2024, the Company may on any one all or more occasions redeem up to 40% part of the aggregate principal amount of Notes issued under this Indenture upon not less than 30 nor more than 60 days’ prior notice (including any Additional Noteswith a copy to the Trustee) at a redemption price equal to the sum of 105.250(i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interestinterest on the Notes, if any, to the redemption dateto, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Companybut excluding, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of redemption (subject to the closing right of such Equity Offering. (b) On and holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time on or after July May 15, 20242029 (six months prior to the Stated Maturity of the Notes), the Company Issuer may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company mayredeem, at its option, redeem all or a portion part of the Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof thereof, plus the Applicable Premium with respect to the Notes plus (ii) accrued and unpaid interestinterest on the Notes, if any, thereon to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). “Applicable Premium” means, with respect to any Note on any date of redemption, the excess, if any, as determined by the Issuer, of (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Note (excluding accrued but unpaid interest to the date of redemption) through May 15, 2029 (six months prior to the Stated Maturity of the Notes), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (b) the principal amount of the Note. “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date. Notice date (or, if such Statistical Release is no longer published, any publicly available source of such redemption need not set forth similar market data)) most nearly equal to the Applicable Premium but only the manner of calculation of period from the redemption price. With respect date to any such redemptionMay 15, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. 2029 (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given six months prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion Stated Maturity of the related Equity OfferingNotes); provided, debt incurrence or Change however, that if the period from the redemption date to May 15, 2029 (six months prior to the Stated Maturity of Control Triggering Event. In additionthe Notes) is less than one year, if such redemption or purchase is subject the weekly average yield on actively traded United States Treasury securities adjusted to satisfaction a constant maturity of one or more conditions precedentyear will be used. Joint Book-Running Managers: RBC Capital Markets, such notice shall state thatLLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC SG Americas Securities, in the LLC Mizuho Securities USA LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Barclays Capital Inc. BNP Paribas Securities Corp. Citizens Capital Markets, Inc. Deutsche Bank Securities Inc. NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC ▇. ▇▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedInc. Trade Date: November 5, 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 or purchase date2019 Settlement Date: November 7, or by the redemption or purchase date so delayed2019 (T+2). In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.Ratings1: Ba3 (▇▇▇▇▇’▇) / BB- (S&P) / BB+ (Kroll)

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)(a) The Notes are subject to redemption, the Notes will not be redeemable at the option of the Company’s option prior to , in whole or in part, at any time on or after July 15, 2024. 2013, upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% expressed as percentages of the principal amount thereofto be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 2013 105.375 % 2025 101.313 2014 102.688 % 2026 2015 and thereafter 100.000 % (c) At % In addition, at any time and from time to time prior to July 15, 20242013, the Company may, at its optionupon not less than 30 nor more than 60 days’ notice, redeem all the Notes, in whole at any time or in part from time to time, at a portion Redemption Price equal to the principal amount of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to but not including the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date. Notice of such ). (b) In addition to the optional redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect Notes in accordance with the provisions of the preceding paragraphs, prior to any such redemptionJuly 15, 2012, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to on one or more conditions precedentoccasions, including, but not limited to, completion of with the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction net proceeds of one or more conditions precedentQualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes remains outstanding immediately after the occurrence of any such notice shall state thatredemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. The Company or any of its Affiliates may, at any time and from time to time, purchase Notes in the Company’s discretionopen market or otherwise, the subject to compliance with this Indenture and compliance with all applicable securities laws. Any redemption or purchase date may be delayed until such time as any or all such conditions pursuant to this Section 3.7 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.1 through 3.6 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July April 15, 20242021, the Company may on may, at its option, redeem all or any one or more occasions redeem up to 40% portion of the aggregate principal amount Notes on not less than 15 nor more than 60 days’ prior notice mailed (or, in the case of Global Notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes issued under this Indenture (including any Additional Notes) to be redeemed at a redemption price of 105.250equal to the greater of: i. 100% of the principal amount thereofplus accrued and unpaid interest to, but excluding, the redemption date; and ii. The sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offeringredemption. (b) On At any time and from time to time on or after July April 15, 20242021, the Company may redeem all the Notes in whole or a part in part, at the Company’s option, upon not less than 15 nor more than 60 days’ prior notice mailed (or, in the case of global notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal the redemption prices (expressed as percentages percentage of principal amount) amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but excluding, the applicable redemption datedate of redemption, if redeemed during the 12-twelve month period beginning on July April 15 of the years year indicated below: YEAR Percentage 2024 102.625 2021 102.688 % 2025 101.313 2022 101.344 % 2026 2023 and thereafter 100.000 % (c) At any time and from time to time prior to July April 15, 20242021, the Company may, at its option, may redeem all or a portion of Notes with the Notes Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 100105.375% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to to, but excluding, the redemption date. Notice of , in an aggregate principal amount for all such redemption need redemptions not set forth the Applicable Premium but only the manner of calculation to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption price. With respect to any such redemptiontakes 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 shall notify the Trustee or any of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationits Restricted Subsidiaries). (d) Notice Any redemption and notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretionoption, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedentprecedent (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 or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Company in its sole discretion), 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 (or waived by the Company in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition. 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 may provide defaults in such notice that the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such applicable redemption or purchase may be performed by another Persondate.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)below, the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: : (i) at least 60% of the principal amount of Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With The Indenture provides that, with respect to any such redemption, the Company shall will notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and that the Trustee shall will not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. (e) The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Optional Redemption. Except (a) On and after July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as described in this Section 3.07 percentages of principal amount) set forth below, plus accrued and in Section 4.14(dunpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), if redeemed during the Notes will not be redeemable at twelve-month period beginning on July 15 of each of the Company’s option prior years set forth below. 2013 106.625 % 2014 and thereafter 100.000 % (b) Prior to July 15, 2024. (a) At any time prior to July 15, 20242013, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) originally issued under the Indenture at a redemption price of 105.250113.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest, if any, to the redemption date, with funds in an amount equal date (subject to the net cash right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings by the Company, provided that:Offerings; (i2) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii3) the redemption occurs within 90 days of the date Issuers’ receipt of the closing proceeds of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior Prior to July 15, 20242013, the Company mayIssuers may redeem the Notes, at its optionin whole or in part, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interestinterest and Additional Interest, if any, thereon to, the redemption date (subject to the redemption right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (d) Notice Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of any redemption or purchase Section 3.01 through 3.06 of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July April 15, 20242021, the Company may on may, at its option, redeem all or any one or more occasions redeem up to 40% portion of the aggregate principal amount Notes on not less than 15 nor more than 60 days’ prior notice mailed (or, in the case of Global Notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes issued under this Indenture (including any Additional Notes) to be redeemed at a redemption price of 105.250equal to the greater of: (i) 100% of the principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the closing redemption date on a semiannual basis (assuming a 360-day year consisting of such Equity Offeringtwelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. (b) On At any time and from time to time on or after July April 15, 20242021, the Company may redeem all the Notes in whole or a part in part, at the Company’s option, upon not less than 15 nor more than 60 days’ prior notice mailed (or, in the case of global notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal the redemption prices (expressed as percentages percentage of principal amount) amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but excluding, the applicable redemption datedate of redemption, if redeemed during the 12twelve-month period beginning on July April 15 of the years year indicated below: YEAR Percentage 2024 102.625 2021 102.688 % 2025 101.313 2022 101.344 % 2026 2023 and thereafter 100.000 % (c) At any time and from time to time prior to July April 15, 20242021, the Company may, at its option, may redeem all or a portion of Notes with the Notes Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 100105.375% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to to, but excluding, the redemption date. Notice of , in an aggregate principal amount for all such redemption need redemptions not set forth the Applicable Premium but only the manner of calculation to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (i) in each case the redemption price. With respect to any such redemptiontakes place not later than 180 days after the closing of the related Equity Offering, and (ii) 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 shall notify the Trustee or any of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationits Restricted Subsidiaries). (d) Notice Any redemption and notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretionoption, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedentprecedent (including, in the case of a redemption related to an equity offering, the consummation of such equity offering). Such notice shall state that, in at the Company’s discretionoption, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Company in its sole discretion), 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 (or waived by the Company in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition. 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 may provide defaults in such notice that the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance 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 the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSection 3.01 through 3.06.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July May 15, 2024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price of 105.250equal to 104.750% of the principal amount thereofof Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with funds in an amount equal to the net cash proceeds of one or more any Equity Offerings by the Company, Offering; provided that: (i1) at least 60the lesser of (a) 50% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by except to the Company extent otherwise repurchased or any redeemed in accordance with the terms of its Subsidiariesthe Indenture); and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) On and after July At any time prior to May 15, 2024, the Company Issuer may redeem all on any one or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium with respect as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, thereon to (but not including) the 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 falling on or prior to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (de) Notice Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024. (f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375% 2025 101.188% 2026 and thereafter 100.000% (g) In connection with any redemption or purchase of the notes Notes (including upon with cash proceeds of an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) Offering), any such redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction performed by another Person and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such redemption or purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, delayed (which may exceed 60 days from the Company may provide date of the redemption notice in such case). Such notice that of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of Notes. Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such applicable redemption date (whether or purchase may be performed by another Personnot a Business Day).

Optional Redemption. (a) Except as described set forth in clauses (b), (d) and (e) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to July 15March 1, 20242020. (ab) At any time prior to July 15March 1, 20242020, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) , upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of 105.250(A) 100.0% of the principal amount thereofof the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) 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 Notes on the relevant Interest Payment Date falling on or prior to the Redemption Date. (c) On and after March 1, 2020, the Issuers may, at their option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the redemption dateright 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, if redeemed during the twelvemonth period beginning on March 1 of each of the years indicated below: 2020 102.875 % 2021 101.438 % 2022 and thereafter 100.000 % (d) In addition, at any time prior to March 1, 2020, the Issuers may, at their option, upon notice in accordance with funds in Section 3.03 hereof, on one or more occasions, redeem an aggregate principal amount of the Notes (including, for the avoidance of doubt, any Additional Notes) issued under this Indenture not to exceed an amount equal to the aggregate net cash proceeds of from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, provided that: Issuer at a redemption price (i) at least 60% as a percentage of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages to be redeemed) of principal amount) set forth below 105.75%, 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 Notes redeemedon the relevant Interest Payment Date falling on or prior to the Redemption Date; provided, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture; (ii) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (iii) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (e) Notwithstanding the foregoing, in connection with any Change of Control Offer, Asset Sale Offer or other tender offer for the Notes, if Holders of not less than 90.0% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Asset Sale Offer or other tender offer and the Issuers, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 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 Change of Control Offer, Asset Sale Offer or other tender offer plus, to the applicable redemption dateextent not included in the Change of Control Offer, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15Asset Sale Offer or other tender offer payment, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon thereon, to, but excluding, the Redemption Date or purchase 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 or purchase date. (f) Any redemption datepursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or whether in connection with a transaction (or series of related transactions) that constitute a an Equity Offering, Change of Control Triggering Event) Control, Asset Sale, other transaction or event or otherwise, may, at the Company’s Issuers’ discretion, be given prior to the completion of or occurrence thereof, and any such transaction and may redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, debt incurrence or Change of Control Triggering EventControl, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s Issuers’ discretion, the redemption or purchase date Redemption Date may be delayed until such time (which may be 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 satisfiedsatisfied (or waived by the Issuers in their sole discretion), 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 (or waived by the redemption or purchase dateIssuers in their sole discretion) by the Redemption Date, or by the redemption or purchase date Redemption Date so delayed, or that such notice may be rescinded at any time in the Issuer’s discretion if the Issuers determine that any or all of such conditions will not be satisfied. For the avoidance of doubt, if any Redemption Date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption, such Redemption Date as so delayed may occur at any time after the original Redemption Date set forth in the applicable notice of redemption and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original Redemption Date and/or more than 60 days after the date of the applicable notice of redemption. In addition, the Company Issuers may provide in such notice that payment of the redemption or purchase price and performance of the Company’s Issuers’ obligations with respect to such redemption or purchase may be performed by another Person. (g) The Issuers, the Investors and their respective Affiliates may, at their discretion, at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transactions, or otherwise. (h) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024.(a) 2029 Notes (a1) At any time prior to July 15May 1, 20242026, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the 2029 Notes issued under this Indenture (including any Additional 2029 Notes) at a redemption price of 105.250107.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (iI) at least 60% of the aggregate principal amount of the 2029 Notes issued under on the date of this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Issuer and its Subsidiaries); and (iiII) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b2) On and after July 15May 1, 20242026, the Company may Issuer may, on one or more occasions, redeem all or a part of the 2029 Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, but excluding, the applicable Redemption Date (subject to the applicable redemption dateright 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), if redeemed during the 12twelve-month period beginning on July 15 May 1 of the years indicated below: YEAR Percentage 2024 102.625 2026 103.500 % 2025 101.313 2027 101.750 % 2026 2028 and thereafter 100.000 % (c3) At any time and from time Prior to time prior to July 15May 1, 20242026, the Company Issuer may, at its optionon one or more occasions, redeem all or a portion part of the 2029 Notes at a redemption price equal to 100% the sum of the principal amount thereof thereof, plus the Applicable Premium with respect to for the Notes 2029 Notes, plus accrued and unpaid interest, if any, thereon to, but excluding, 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). (b) 2032 Notes (1) At any time prior to May 1, 2027, the Issuer may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2032 Notes issued under this Indenture (including Additional 2032 Notes) at a redemption date. Notice price of 107.250% of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, 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, in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that: (I) at least 60% of the aggregate principal amount of the 2032 Notes issued on the date of this Indenture remains outstanding immediately after the occurrence of such redemption need not (excluding Notes held by the Issuer and its Subsidiaries); and (II) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (2) On and after May 1, 2027, the Issuer may, on one or more occasions, redeem all or a part of the 2032 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable 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), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2027 103.625 % 2028 101.813 % 2029 and thereafter 100.000 % (3) Prior to May 1, 2027, the Issuer may, on one or more occasions, redeem all or part of the 2032 Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium for the 2032 Notes, plus accrued and unpaid interest, if any, to, but only the manner of calculation of the redemption price. With respect to any such redemptionexcluding, the Company shall notify the Trustee of the Applicable Premium with respect Redemption Date (subject to the Notes promptly after right of Holders of record on the calculation and relevant record date to receive interest due on an interest payment date that is on or prior to the Trustee shall not be responsible for such calculationRedemption Date). (dc) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) pursuant to this Section 3.07 may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such optional redemption or purchase pursuant to this Section 3.07 is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such notice condition, and if applicable, shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date Redemption Date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which such notice was sent), 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 or waived by the redemption or purchase dateRedemption Date, or by the redemption or purchase date Redemption Date, as so delayed. In addition, . (d) The Notes of each series are also redeemable as provided in Section 4.09(d). (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company may provide provisions of Sections 3.01 through 3.06 hereof. (f) Nothing in such notice that payment this Indenture shall limit the right of the redemption Issuer or purchase price and performance its Affiliates to acquire Notes by means other than redemption, including by means of the Company’s obligations with respect to such redemption tender offers, exchange offers, open market purchases or purchase may be performed by another Personprivately negotiated purchases.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15May 1, 20242027, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250107.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes issued under this on the date of the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Issuer and its Subsidiaries); and (ii) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July 15May 1, 20242027, the Company may Issuer may, on one or more occasions, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, but excluding, the applicable Redemption Date (subject to the applicable redemption dateright 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), if redeemed during the 12twelve-month period beginning on July 15 May 1 of the years indicated below: YEAR Percentage 2024 102.625 2027 103.625 % 2025 101.313 2028 101.813 % 2026 2029 and thereafter 100.000 % (c) At any time and from time Prior to time prior to July 15May 1, 20242027, the Company Issuer may, at its optionon one or more occasions, redeem all or a portion part of the Notes at a redemption price equal to 100% the sum of the principal amount thereof thereof, plus the Applicable Premium with respect to the Notes Premium, plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date (subject to the redemption date. Notice right of such redemption need not set forth Holders of record on the Applicable Premium but only the manner of calculation of the redemption price. With respect relevant record date to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect receive interest due on an interest payment date that is on or prior to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date). (d) Notice In the event that Holders of any redemption or purchase not less than 90% of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series aggregate principal amount of related transactions) that constitute the outstanding Notes accept a Change of Control Triggering EventOffer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of the Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (e) Any such optional redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such optional redemption or purchase is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such notice condition, and if applicable, shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date Redemption Date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which such notice was sent), 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 or waived by the redemption or purchase dateRedemption Date, or by the redemption or purchase date Redemption Date as so delayed. In addition, . (f) Unless the Company may provide Issuer defaults in such notice that the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such redemption or purchase may be performed by another Personapplicable Redemption Date.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15May 1, 20242026, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250107.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes issued under this on the date of the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Issuer and its Subsidiaries); and (ii) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July 15May 1, 20242026, the Company may Issuer may, on one or more occasions, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, but excluding, the applicable Redemption Date (subject to the applicable redemption dateright 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), if redeemed during the 12twelve-month period beginning on July 15 May 1 of the years indicated below: YEAR Percentage 2024 102.625 2026 103.500 % 2025 101.313 2027 101.750 % 2026 2028 and thereafter 100.000 % (c) At any time and from time Prior to time prior to July 15May 1, 20242026, the Company Issuer may, at its optionon one or more occasions, redeem all or a portion part of the Notes at a redemption price equal to 100% the sum of the principal amount thereof thereof, plus the Applicable Premium with respect to the Notes Premium, plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date (subject to the redemption date. Notice right of such redemption need not set forth Holders of record on the Applicable Premium but only the manner of calculation of the redemption price. With respect relevant record date to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect receive interest due on an interest payment date that is on or prior to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date). (d) Notice In the event that Holders of any redemption or purchase not less than 90% of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series aggregate principal amount of related transactions) that constitute the outstanding Notes accept a Change of Control Triggering EventOffer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (e) Any such optional redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such optional redemption or purchase is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such notice condition, and if applicable, shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date Redemption Date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which such notice was sent), 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 or waived by the redemption or purchase dateRedemption Date, or by the redemption or purchase date Redemption Date as so delayed. In addition, . (f) Unless the Company may provide Issuer defaults in such notice that the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such redemption or purchase may be performed by another Personapplicable Redemption Date.

Optional Redemption. Except as described set forth in this Section 3.07 and in Section 4.14(d)the following paragraph, the Notes will Securities shall not be redeemable at the Company’s option of the Issuers prior to July November 15, 2024. 2006. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole or in part, on not less than 30 nor more than 60 days prior notice, at the following redemption prices (a) At any time expressed as percentages of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 15 of the years set forth below: REDEMPTION YEAR PRICE ------------------------------------------------------ 2006 104.938% 2007 102.469% 2008 and thereafter 100.000% In addition, prior to July November 15, 20242005, the Company Issuers may on any one or more occasions redeem up to 40a maximum of 35% of the original aggregate principal amount of Notes issued under this Indenture the Securities (including calculated giving effect to any issuance of Additional NotesSecurities) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption price of 105.250equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On interest and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid additional interest, if any, thereon to, but not including, the redemption date (subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect ); provided, however, that after giving effect to any such redemption, the Company shall notify the Trustee at least 65% of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase original aggregate principal amount of the notes Securities (including upon an calculated giving effect to any issuance of Additional Securities) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering or debt incurrence or upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in connection accordance with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, procedures set forth in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. Except as described provided in this paragraphs (a) and (b) below and Section 3.07 and in Section 4.14(d)4.15 hereof, the Notes will shall not be redeemable at the CompanyIssuer’s option prior to July 15August 1, 2024. (a) At any time prior to July 15, 2024. Thereafter, the Company may on any one Notes shall be subject to redemption at the option of the Issuer, in whole or in part, upon not less than 10 days’ or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofthan 60 days’ written notice, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus below, together with accrued and unpaid interest, if any, on the Notes redeemed, interest thereon to the applicable redemption date (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-12- month period beginning on July 15 August 1 of the years indicated below: YEAR Percentage 2024 102.625 103.750 % 2025 101.313 101.875 % 2026 and thereafter 100.000 % (ca) At Notwithstanding the foregoing, at any time and from time to time prior to July 15August 1, 2024, the Company may, at its option, Issuer may redeem all or a portion up to 40% of the original aggregate principal amount of the Notes outstanding at a redemption price equal to 100107.500% of the principal amount thereof plus on the Applicable Premium repurchase date, together with respect to the Notes plus accrued and unpaid interest, if any, thereon interest to such redemption date (subject to the redemption rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date. Notice ), with an amount equal to the net cash proceeds of one or more public or private sales of Qualified Capital Stock (each, an “Equity Offering”), other than proceeds from a sale to the Issuer or any of its Subsidiaries or any employee benefit plan in which the Issuer or any of its Subsidiaries participates; provided that (i) at least 60% in aggregate principal amount of the Notes originally issued remains outstanding immediately after the occurrence of such redemption need not set forth (including additional Notes but excluding Notes held by the Applicable Premium but only Issuer or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently and (ii) such redemption occurs no later than the manner 120th day following such sale of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationQualified Capital Stock. (db) Notice In addition, at any time and from time to time prior to August 1, 2024, the Issuer may redeem all or any portion of the Notes outstanding at a redemption price equal to (i) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date), plus (ii) the Make Whole Amount. (c) In connection with any redemption or purchase of the notes Notes described in clauses (including upon an Equity Offering or debt incurrence or in connection with a transaction a) and (or series of related transactionsb) that constitute a Change of Control Triggering Event) above, such redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the including any related Equity Offering, debt incurrence issuance of Indebtedness or Change of Control Triggering Eventother transaction. In addition, if If such redemption or purchase notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded rescinded, or the redemption date may be delayed or extended, in the event that any or all such conditions shall not have been satisfied by the redemption date. (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer or Change of Control Offer and the Issuer, or any third party making such tender offer or Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right upon not less than 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 by incentive fee) in such tender offer or Change of Control Offer plus, to the redemption or purchase date so delayed. In additionextent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Company may provide in date of such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personredemption.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July December 15, 20242027 (two months prior to the 2028 Maturity Date) (the “2028 Notes Par Call Date”), the Company may on Issuer will have the right, at its option, to redeem the 2028 Notes, in whole or in part, at any one or more occasions redeem up time and from time to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) time, at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided thatgreater of: (i1) at least 60100% of the principal amount of the 2028 Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); to be redeemed, and (ii2) the redemption occurs within 90 days sum of the date present values of the closing Remaining Scheduled Payments of such Equity Offeringprincipal and interest on the 2028 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (b) On and after July At any time prior to November 15, 20242030 (three months prior to the 2031 Notes Maturity Date) (the “2031 Notes Par Call Date”), the Company may Issuer will have the right, at its option, to redeem all the 2025 Notes, in whole or in part, at any time and from time to time, at a part redemption price equal to the greater of: (1) 100% of the principal amount of the 2031 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2031 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the redemption prices (expressed as percentages of principal amount) set forth below Treasury Rate, plus 25 basis points, plus, in each case, accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 %Redemption Date. (c) At any time and from time to time prior to July November 15, 20242032 (three months prior to the 2033 Notes Maturity Date) (the “2033 Notes Par Call Date”), the Company mayIssuer will have the right, at its option, to redeem all the 2033 Notes, in whole or in part, at any time and from time to time, at a portion redemption price equal to the greater of: (1) 100% of the principal amount of the 2033 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2033 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (d) At any time prior to August 15, 2040 (six months prior to the 2041 Notes Maturity Date) (the “2041 Notes Par Call Date”), the Issuer will have the right, at its option, to redeem the 2041 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2041 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2041 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (e) At any time prior to August 15, 2050 (six months prior to the 2051 Notes Maturity Date) (the “2051 Notes Par Call Date”), the Issuer will have the right, at its option, to redeem the 2051 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2051 Notes to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the 2051 Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 35 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (f) On or after the 2028 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2028 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount thereof plus of the Applicable Premium with respect 2028 Notes to the Notes be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut excluding, the Redemption Date. (g) On or after the 2031 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2031 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (h) On or after the 2033 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2033 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (i) On or after the 2041 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2041 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2041 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (j) On or after the 2051 Notes Par Call Date, the Issuer shall have the right, at its option, to redeem the 2051 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2051 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (k) Notwithstanding the foregoing, installments of interest on either series of Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the redemption date. Notice registered Holders of the Notes of such redemption need not set forth series as of the Applicable Premium but only Close of Business on the manner of corresponding Regular Record Date. (l) The Trustee has no duty to calculate or verify the calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. (a) Except as described set forth in clauses (b), (d) and (e) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to July 15June 1, 20242020. (ab) At any time prior to July 15June 1, 20242020, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 40% all or a part of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) , upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of 105.250(A) 100.0% of the principal amount thereofof the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) 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 Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) On and after June 1, 2020, the Issuers may, at their option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the redemption dateright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, with funds in an if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2020 103.375 % 2021 101.688 % 2022 and thereafter 100.000 % (d) Prior to June 1, 2020, the Issuers may, at their option and on one or more occasions, redeem the aggregate principal amount of Notes equal to the amount of the net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of one or more an Equity Offerings by the Company, provided that: Offering at a redemption price equal to (i) at least 60106.750% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and redeemed, plus (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, 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 Notes redeemedon the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture; (B) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (C) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (e) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days nor more than 60 days 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 applicable redemption dateextent not included in the tender offer payment, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon thereon, to, but excluding, the Redemption Date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the redemption dateprovisions of Sections 3.01 through 3.06 hereof. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or whether in connection with a transaction (or series of related transactions) that constitute a an Equity Offering, Change of Control Triggering Event) Control, other transaction or event or otherwise, may, at the CompanyIssuer’s discretion, be given prior to the completion of or occurrence thereof, and any such transaction and may redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, debt incurrence or Change of Control Triggering EventControl, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), 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 (or waived by the Issuer in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed, or that such notice may be rescinded at any time in the Issuer’s discretion if the Issuer determines that any or all of such conditions will not be satisfied. For the avoidance of doubt, if any redemption date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption, such redemption date as so delayed may occur at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 30 days after the original redemption date but not more than 60 days after the date of the applicable notice of redemption. In addition, the Company Issuer may provide in such notice that payment of the redemption or purchase price and performance of the CompanyIssuer’s obligations with respect to such redemption or purchase may be performed by another Person. (g) The Issuer, the Investors and their respective Affiliates may acquire the Notes by means other than a redemption pursuant to this Article 3, whether by tender offer, open market purchases, negotiated transactions or otherwise. (h) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15September 1, 20242027, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price of 105.250equal to 107.375% of the principal amount thereofof Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with funds in an amount equal to the net amount of cash proceeds of one or more any Equity Offerings by the Company, Offering; provided that: (i1) at least 60the lesser of (a) 50% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by except to the Company extent otherwise repurchased or any redeemed in accordance with the terms of its Subsidiariesthe Indenture); and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15September 1, 20242027, the Company may, at its option, Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium with respect as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to September 1, 2027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, thereon to (but not including) the 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 falling on or prior to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (de) Notice Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to September 1, 2027. (f) On or after September 1, 2027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2027 103.688 % 2028 101.844 % 2029 and thereafter 100.000 % (g) In connection with any redemption or purchase of the notes Notes (including upon with net cash proceeds of an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) Offering), any such redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction performed by another Person and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such redemption or purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, delayed (which may exceed 60 days from the Company may provide date of the redemption notice in such case). Such notice that of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of Notes. Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such applicable redemption date (whether or purchase may be performed by another Personnot a Business Day).

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time and from time to time prior to July 15, 2024two years from the Issue Date, the Company Issuer may on any one redeem all or a part of the 2024 Notes, upon not less than 15 days’ nor more occasions redeem up than 60 days’ notice, at a Redemption Price equal to 40100% of the aggregate principal amount of the 2024 Notes redeemed, plus the Applicable Premium and accrued and unpaid interest, if any, to but excluding 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). (b) At any time prior to two years from the Issue Date, the Issuer may, on one or more occasions, redeem up to 35% of the aggregate principal amount of 2024 Notes issued under this Indenture (including any Additional 2024 Notes) ), upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price Redemption Price of 105.250112.5% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the redemption dateRedemption Date, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) 2024 Notes in an aggregate principal amount equal to at least 6065% of the aggregate principal amount of 2024 Notes issued under this Indenture (including excluding any Additional 2024 Notes) remains remain outstanding immediately after the occurrence of such redemption (excluding 2024 Notes held by the Company Issuer or any of its SubsidiariesAffiliates); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bc) On At any time and from time to time after July 15, 2024two years from the Issue Date, the Company Issuer may redeem all or a part of the 2024 Notes upon not less than 15 days’ nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, interest on the 2024 Notes redeemed, to the applicable redemption dateRedemption Date, if redeemed during the 12-twelve- month period beginning on July 15 December 10 of the years indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date: YEAR Year Percentage 2024 102.625 2022 106.25% 2025 101.313 % 2026 2023 and thereafter 100.000 100.00% (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice Unless otherwise specifically provided in this Section 3.7, the terms of Article 5 shall apply to the redemption of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction 2024 Notes and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that of any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In additioninconsistency, the Company may provide in such notice that payment terms of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personthis Section 3.7 shall prevail.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At On any time interest payment date prior to July May 15, 20242009, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (including any Additional NotesNotes issued after the Issue Date) at a redemption price equal to the product of 105.250(x) the sum of (1) 100% and (2) a percentage equal to the per annum rate of interest on the Notes then applicable on the date on which the notice or redemption is given and (y) the principal amount thereof, plus accrued and unpaid interestinterest to, if anybut not including, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of Notes issued under this Indenture (including any Additional NotesNotes but excluding Notes held by Parent or its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) On and after July . Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Issuer's option prior to May 15, 20242009. The Issuer is not, however, prohibited under this Indenture 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. On any interest payment date on or after May 15, 2009, the Company Issuer may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, interest on the Notes to be redeemed, to to, but not including, the applicable redemption date, if redeemed during the 12twelve-month period beginning on July May 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect subject to the Notes plus accrued and unpaid interest, if any, thereon rights of Holders on the relevant record date to receive interest on the redemption relevant interest payment date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.:

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, Prior to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024Par Call Date, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestits option, if anyin whole or in part, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At at any time and from time to time prior at a redemption price (expressed as a percentage of principal amount and rounded to July 15three decimal places) equal to the greater of (1) (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 the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption and (2) 100% of the principal amount of the Notes being redeemed, 2024plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company maymay redeem the Notes in whole or in part, at any time and from time to time, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to of the Notes to be redeemed, plus accrued and unpaid interest, if any, interest thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium Notes in denominations larger than $2,000 principal amount may be redeemed in part but only the manner in whole multiples of calculation of $1,000. If money sufficient to pay the redemption price. With respect to any such redemptionprice of, the Company which shall notify the Trustee of the Applicable Premium with respect to the include accrued interest on, all Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactionsportions thereof) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, to be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, redeemed on the redemption date is deposited with the Paying Agent on or purchase before the redemption date may be delayed until such time as any or all such and certain other conditions shall be are satisfied, on and after such date interest ceases to accrue on such Notes (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 or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personportions thereof) called for redemption.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At In whole at any time, or in part from time to time, prior to July April 15, 2024, the Company Issuer may redeem the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest thereon, 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. (b) On and after April 15, 2024, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2024 102.750 % 2025 101.375 % 2026 and thereafter 100.000 % (c) Prior to April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate original principal amount of the Notes issued under this Indenture (including calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings by LGEC, or with the Net Cash Proceeds of one or more Equity Offerings by a direct or indirect parent entity of LGEC that are contributed to LGEC as common equity capital, at a redemption price of 105.250equal to 105.500% of the principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to, but not including, the redemption date (subject to the redemption date, with funds in an amount equal right of Holders of record on the relevant Record Date to receive interest due on the net cash proceeds of one or more Equity Offerings by the Company, relevant Interest Payment Date); provided that: (i1) at least 60% of the sum of the original principal amount of the Notes issued under this Indenture (including calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the such redemption occurs within 90 60 days of the date of the closing of each such Equity Offering. (bd) On In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and after July 15do not withdraw such Notes in such tender offer and the Issuer, 2024or any third party making such tender offer in lieu of the Issuer, purchases all such Notes validly tendered and not withdrawn by such Holders, the Company may Issuer or such third party will have the right upon not less than 10 but not more than 60 days’ notice mailed, or delivered electronically if such Notes are held by any Depositary, by the Issuer to each Holder of such Notes, given not more than 30 days following such purchase date, to redeem or purchase, as applicable, all or a part of the Notes that remain outstanding following such purchase at a price equal to the redemption prices (expressed as percentages of principal amount) set forth below plus price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the redemption or purchase date (subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationrelevant Interest Payment Date). (de) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) notice may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, including completion of the related an Equity Offering, debt incurrence Offering or Change of Control Triggering Eventother corporate transaction. In addition, if such redemption or purchase notice is subject to satisfaction of one or more conditions precedent, such notice shall may state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered (or delivered electronically if the Notes are held by any Depositary)) as any or all such conditions shall be satisfiedsatisfied or waived, 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 or waived by the redemption or purchase date, or by the redemption or purchase date as so delayed. In addition, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived. (f) Except as set forth in this Section 3.07, the Company may provide in such notice that payment of Notes shall not be redeemable at the Issuer’s option. The Issuer is not required to make mandatory redemption payments or purchase price and performance of the Company’s obligations sinking fund payments with respect to such redemption or purchase the Notes. However, under certain circumstances, the Issuer may be performed by another Personrequired to offer to purchase the Notes as described in Section 4.14 and Section 4.10. (g) If the optional redemption date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

Optional Redemption. (a) Except as described set forth in subsection (b), (c) and (d) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will Issuers shall not be redeemable entitled to redeem the Notes at the Company’s option prior to July 15, 2024their option. (ab) At any time prior to July On and after June 15, 20242014, the Company Issuers may on any one redeem the Notes, in whole or in part, upon not less than 30 nor more occasions redeem up to 40% than 60 days’ prior written notice, at the redemption prices (expressed as percentages of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notesamount) at a redemption price of 105.250% of the principal amount thereofset forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to the redemption date, with funds in an if redeemed during the twelve month period beginning on June 15 of each of the years set forth below. (c) Notwithstanding the provisions of subsection (a) of this Section 3.07, at any time prior to June 15, 2013, the Issuers may redeem up to 35% of the aggregate principal amount equal of the Notes issued under this Indenture at a redemption price of 112.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the net cash redemption date if: (1) such redemption is made with the proceeds of one or more Equity Offerings by the Company, provided that:Offerings; (i2) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company Issuers or any of its their Subsidiaries); and (ii3) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (cd) At any time and from time to time prior to July June 15, 20242014, the Company may, Issuers shall be entitled at its option, their option to redeem some or all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interestinterest and Additional Interest, if any, thereon to to, the redemption date. Notice of such redemption need must be mailed by first-class mail to each Holder’s registered address, not set forth the Applicable Premium but only the manner of calculation of less than 30 nor more than 60 days prior to the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationdate. (de) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSection 3.01 through 3.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15September 1, 20242027, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture (including any Additional Notes) at a redemption price of 105.250equal to 107.375% of the principal amount thereofof Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with funds in an amount equal to the net amount of cash proceeds of one or more any Equity Offerings by the Company, Offering; provided that: (i1) at least 60the lesser of (a) 50% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by except to the Company extent otherwise repurchased or any redeemed in accordance with the terms of its Subsidiariesthis Indenture); and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15September 1, 20242027, the Company may, at its option, Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed, plus the Applicable Premium with respect as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to September 1, 2027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, thereon to (but not including) the 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 falling on or prior to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (de) Notice Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to September 1, 2027. (f) On or after September 1, 2027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2027 103.688 % 2028 101.844 % 2029 and thereafter 100.000 % (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) Notes made pursuant to this Section 3.07, any such redemption may, at the CompanyIssuer’s discretion, be given prior to the completion of such transaction performed by another Person and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such any redemption or purchase is subject to satisfaction of one or more conditions precedent, such the related notice of redemption shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), or such redemption or purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, delayed (which may exceed 60 days from the Company may provide date of the redemption notice in such case). Such notice that of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day). (h) The Issuer or its Affiliates may at any time and from time to time purchase price and performance of the Company’s obligations with respect to Notes. Any such redemption or purchase purchases may be performed 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. To the extent Notes are purchased or otherwise acquired by another Personthe Issuer, such Notes may be cancelled and all obligations thereunder terminated.

Optional Redemption. (a) Except as described in this Section 3.07 pursuant to Sections 3.07(b), 3.07(c) and in Section 4.14(d4.15(f), the Notes will not be optionally redeemable at by the Company’s option prior to July 15Issuer; provided, 2024however, the Issuer may acquire the Notes by means other than an optional redemption. (ab) At any time and from time to time, prior to July November 15, 20242029 (the “First Par Call Date”), the Company Issuer may on any one redeem the Notes, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) in part, at a redemption price of 105.250equal to the greater of: (i) 100% of the principal amount thereofof the Notes to be redeemed then outstanding; and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the First Par Call Date (not including any portion of such payments 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) using a discount rate equal to the Adjusted Treasury Rate for the Notes plus 50 basis points; 42 plus, in either of the above cases, accrued and unpaid interest, if any, to the redemption dateto, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Companybut excluding, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part redemption of the Notes at to be redeemed (subject to the redemption prices (expressed as percentages right of principal amount) set forth below plus accrued and unpaid interest, if any, Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption related interest payment date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) ). At any time and from time to time prior to July 15, 2024on or after the First Par Call Date, the Company mayIssuer may redeem the Notes, at its optionin whole or in part, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to of the Notes to be redeemed then outstanding, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption of the Notes to be redeemed (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date). (c) The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to to, but excluding, the redemption date. Notice , premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of such redemption need not set forth the Applicable Premium but only the manner of calculation as a result of the redemption priceor otherwise, if the Issuer determines in good faith that the Issuer or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). With Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption pursuant to this Section 3.07(c), the Issuer will deliver to the Trustee: (1) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Issuer or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such redemptionsuccessor ▇▇▇▇▇▇ becomes a party to this Indenture, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly a Change in Tax Law occurring after the calculation and the Trustee shall not be responsible for time such calculationsuccessor Person becomes a party to this Indenture. (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.05 hereof.

Optional Redemption. (a) Except pursuant to the following paragraphs and as described in this Section 3.07 and set forth in Section 4.14(d)4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to July 15, 2024option. (ab) At any time prior to July March 15, 20242028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250equal to 106.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the redemption daterights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this the Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (bc) On and after July At any time prior to March 15, 20242028, the Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, 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) On or after March 15, 2028, the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on to, but not including, the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the 12-month period beginning on July March 15 of the years indicated belowbelow (or thereafter in the case of 2030), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: YEAR Percentage 2024 102.625 2028 103.375 % 2025 101.313 2029 101.688 % 2026 2030 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, % Unless the Company may, at its option, redeem all or a portion of defaults in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect to any such redemption, or the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, precedent and such notice shall state that, in the Company’s discretionconditions precedent are not satisfied, the Notes will become due and payable and interest will cease to accrue on the Notes or portions thereof called for redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such on the applicable 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 or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except (a) Prior to December 15, 2020, the Issuers may redeem the Notes, in whole at any time or in part from time to time, upon notice as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% 3.03 of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofIndenture, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium with respect as of, and accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after December 15, 2020 the Issuers may redeem the Notes, in whole at any time or in part from time to time, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interestinterest thereon, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on December 15 of each of the years indicated below: 2020 105.250 % 2021 102.625 % 2022 and thereafter 100.000 % (c) Until December 15, 2019, the Issuers may, at any time and from time to time, upon notice as described in Section 3.03 of the Indenture, redeem up to 35.0% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption date. Notice price equal to 110.500% 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 on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in an amount no greater than the aggregate cash proceeds received by an Issuer from one or more Equity Offerings (including such cash proceeds initially received by a parent company of an Issuer and contributed to an Issuer); provided that (1) an aggregate principal amount of Notes equal to at least 65.0% of the aggregate principal amount of Notes issued on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs within 90 days of the closing of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationEquity Offering. (d) Notice If Holders of any redemption or purchase not less than 90% in aggregate principal amount of the notes outstanding Notes validly tender and do not withdraw such Notes in any Change of Control Offer (including upon an Equity Offering as defined below) and the Issuers, or debt incurrence or in connection with a transaction (or series of related transactions) that constitute any third party making a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion Offer in lieu of the related Equity OfferingIssuers as described in Section 4.13 of the Indenture, debt incurrence or purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right to redeem all Notes that remain outstanding following such purchase upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such Change of Control Triggering Event. In additionOffer, at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if such redemption or purchase is any, to, but excluding, the applicable Redemption Date, subject to satisfaction the right of one or more conditions precedent, such notice shall state that, in Holders of record on the Company’s discretion, relevant record date to receive interest due on the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personrelevant Interest Payment Date.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15April 1, 20242022, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) Indenture, but in an amount not greater than the net cash proceeds of one or more Equity Offerings, at a redemption price of 105.250106.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company), provided that: (i1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Parent and its Subsidiaries); 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 April 1, 2022, the Issuers may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (c) Except pursuant to Section 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuers’ option prior to April 1, 2022. (d) On and after July 15April 1, 20242022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes Notes, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to but not including, the applicable redemption date (subject to the right of Holders 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 12twelve-month period beginning on July 15 April 1 of the years indicated below: YEAR Percentage 2022 105.156 % 2023 103.438 % 2024 102.625 101.719 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, % Unless the Company may, at its option, redeem all or a portion of Issuers default in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect , interest will cease to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to accrue on the Notes promptly after or portions thereof called for redemption on the calculation and the Trustee shall not be responsible for such calculationapplicable redemption date. (de) Notice of any redemption or purchase of The Issuers may redeem all (but not a portion of) the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) mayNotes when permitted by, at the Company’s discretion, be given prior and pursuant to the completion of such transaction and may be subject conditions in, Section 4.15(d) hereof. (f) Any redemption pursuant to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions this Section 3.07 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15June 1, 20242019, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) Indenture, upon notice as provided in this Indenture, at a redemption price of 105.250equal to 106.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 120 days of after the date of the closing of such Equity Offering. (b) On and after July 15At any time prior to June 1, 20242019, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) The Issuers may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (d) Except pursuant to Section 3.07(a), (b) or (c), the Notes will not be redeemable at the Issuers’ option prior to June 1, 2019. (e) On and after June 1, 2019, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period beginning on July 15 June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: YEAR Year Percentage 2024 102.625 2019 104.688 % 2025 101.313 2020 103.125 % 2026 2021 101.563 % 2022 and thereafter 100.000 % (cf) At any time and from time Any redemption pursuant to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect this Section 3.07 shall be made pursuant to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice provisions of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationSections 3.01 through 3.06 hereof. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At The Notes may be redeemed, in whole or in part, at any time prior to July 15December 1, 20242015, at the option of the Issuer, at a Redemption Price equal to 100.0% 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 Company may applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). (b) All or part of the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after December 1, 2015, at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12­month period beginning on December 1 of the years indicated: 2015 105.250 % 2016 102.625 % 2017 and thereafter 100.000 % (c) Prior to December 1, 2014, the Issuer may, with the net proceeds of one or more occasions Equity Offerings, on one or more occasions, redeem up to 4035.0% of the aggregate principal amount of the outstanding Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250Redemption Price equal to 110.5% of the principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the redemption date, with funds in an amount equal to the net cash proceeds date of one or more Equity Offerings by the Company, redemption; provided that: (i) that at least 6065.0% of the principal amount of Notes issued under this Indenture (including any Additional Notes) outstanding at the time that any notes are first redeemed pursuant to this paragraph remains outstanding immediately after the occurrence of any such redemption (excluding the Notes held by the Company Parent, the Issuer or any of its Subsidiaries); and (iiSubsidiary) the and that any such redemption occurs within 90 days of on the date of the closing of any such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. (a) Except pursuant to the following paragraphs and as described in this Section 3.07 and set forth in Section 4.14(d)4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to July 15, 2024option. (ab) At any time prior to July 15November 1, 20242022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250equal to 105.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the redemption daterights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this the Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (bc) On and after July 15At any time prior to November 1, 20242022, the Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, 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) On or after November 1, 2022 the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes to be redeemed, to to, but not including, the applicable redemption datedate of redemption, if redeemed during the 12twelve-month period beginning on July 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: YEAR Percentage 2022 102.688 % 2023 101.792 % 2024 102.625 100.896 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, % Unless the Company may, at its option, redeem all or a portion of defaults in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect to any such redemption, or the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all precedent and such conditions shall be precedent are not satisfied, interest will cease to accrue on the Notes or such portions thereof called for redemption or purchase may not occur and such notice may be rescinded in on the event that any or all such conditions shall not have been satisfied by the applicable redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. (a) Except as described set forth in this Section 3.07 and in Section 4.14(d)paragraph (b) or (c) below, the Notes will not be redeemable at the CompanyIssuer’s option prior to July 15October 1, 2024. (a) At any time prior to July 15, 20242016. On or after such date, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), if redeemed during the 12twelve-month period beginning on July 15 October 1 of the years indicated below: YEAR Percentage 2024 102.625 2016 104.125 % 2025 101.313 2017 102.750 % 2026 2018 and thereafter 100.000 % (cb) At In addition, at any time and from time to time on or prior to July 15October 1, 20242016, the Company may, at its option, Issuer may on any one or more occasions redeem all or a portion up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 100of 105.5% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to, but not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date. Notice of such redemption need not set forth ), with the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice net cash proceeds of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state Offerings; provided that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.:

Optional Redemption. (a) At any time prior to August 15, 2045 (the “Early Call Date”), the Issuer may on any one or more occasions redeem the Notes, in whole or in part, at a redemption price, as determined by the Issuer, equal to the greater of: (A) 100% of the principal amount of the Notes to be redeemed; or (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if such Notes matured on the Early Call Date but for the redemption (exclusive of any portion of the payments 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 Yield plus 30 basis points, in each case, together with accrued but unpaid interest thereon to, but not including, the redemption date. (b) Except as described in this Section 3.07 and in Section 4.14(d)pursuant to the preceding paragraphs, the Notes will not be redeemable at the CompanyIssuer’s option prior to July 15, 2024the Early Call Date. (ac) At any time prior to July 15, 2024On and after the Early Call Date, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestNotes, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to of the Notes to be redeemed, plus accrued and but unpaid interestinterest thereon to, if anybut not including, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d(a) Prior to November 1, 2024 (the “First Call Date”), the Issuer may redeem the Notes will at its option, in whole at any time or in part from time to time, upon not be redeemable less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to each Holder’s registered address, or delivered electronically if held by DTC, Euroclear or Clearstream, as applicable, at a redemption price equal to 100.0% of the Company’s option prior principal amount of such Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest and, if any, to, but excluding, the applicable redemption date, subject to July 15, 2024the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (ab) At On or after the First Call Date, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to each Holder’s registered address, or delivered electronically if held by DTC, Euroclear or Clearstream, as applicable, at the following redemption prices (expressed as a percentage of the principal amount of such Notes redeemed), plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable redemption date, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the applicable period set forth below: First Call Date to October 31, 2025 103.000% November 1, 2025 to October 31, 2026 101.500% November 1, 2026 and thereafter 100.000 % (c) Notwithstanding the foregoing, at any time and from time to time prior to July 15, 2024the First Call Date, the Company Issuer may on any one or more occasions redeem an aggregate principal amount of Notes up to 40% of the sum of (x) the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date plus (including any Additional Notesy) at a redemption price of 105.250% of the aggregate principal amount thereofof additional Notes after the Issue Date (such sum, plus accrued and unpaid interest, if any, to the redemption date, with funds “Issued Principal Amount”) in an amount equal up to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such a redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices price (expressed as percentages a percentage of principal amountamount thereof) set forth below of 106.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the Notes redeemedrelevant record date to receive interest due on the relevant interest payment date); provided, to the applicable redemption datehowever, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, that at its option, redeem all or a portion of the Notes at a redemption price equal to 100least 50% of the principal amount thereof plus the Applicable Premium with respect to the Issued Principal Amount of Notes plus accrued and unpaid interestmust remain outstanding after each such redemption; provided, if anyfurther, thereon to the redemption date. Notice of that such redemption need shall be completed upon not less than 10 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed to each such holder’s registered address, or delivered electronically if held by DTC, Euroclear or Clearstream, as applicable, and otherwise in accordance with the procedures set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. (a) Except pursuant to the following paragraphs and as described in this Section 3.07 and set forth in Section 4.14(d)4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to July 15, 2024option. (ab) At any time prior to July 15November 1, 20242026, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250equal to 107.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the redemption daterights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this the Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (bc) On and after July 15At any time prior to November 1, 20242026, the Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, 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) On or after November 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below below, plus accrued and unpaid interest, if any, on the Notes to be redeemed, to to, but not including, the applicable redemption datedate of redemption, if redeemed during the 12twelve-month period beginning on July 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: YEAR Percentage 2024 102.625 2026 103.688% 2025 101.313 2027 101.844% 2026 2028 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, 100.000% Unless the Company may, at its option, redeem all or a portion of defaults in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect to any such redemption, or the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all precedent and such conditions shall be precedent are not satisfied, interest will cease to accrue on the Notes or such portions thereof called for redemption or purchase may not occur and such notice may be rescinded in on the event that any or all such conditions shall not have been satisfied by the applicable redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)(a) On or after October 1, 2024, the Notes will not be redeemable subject to redemption at any time at the Company’s option prior of the Issuer, in whole or in part, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to July 15the applicable redemption date, 2024.if redeemed during the twelve-month period beginning on October 1 of the years indicated below: 2024 102.188% 2025 101.094% 2026 and thereafter 100.000% (ab) At The Notes may be redeemed, in whole or in part, at any time prior to July 15October 1, 2024, at the option of the Issuer upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders of record on the relevant interest record date to receive interest due on the relevant interest payment date). (c) Prior to October 1, 2024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250equal to 104.375% of the principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, Issuances; provided that: that (i) at least 60% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (including Additional Notes but excluding Notes held by the Company or any of Issuer and its Subsidiaries); and ) and (ii) the such redemption occurs shall occur within 90 180 days of the date of the closing of such Equity Offering. Issuance (b) On and after July 15, 2024, disregarding the Company may redeem all or a part date of the Notes at the redemption prices (expressed as percentages closing of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12any over-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium allotment option with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationthereto). (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d(a) Prior to May 1, 2025 (the “First Call Date”), the Issuer may redeem the Notes will not be redeemable at the Company’s option prior to July 15its option, 2024. (a) At in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to July 15each Holder’s registered address, 2024or delivered electronically if held by DTC, the Company may on any one Euroclear or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) Clearstream, as applicable, at a redemption price of 105.250equal to 100.0% of the principal amount thereofof such Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest, if any, to to, but excluding, the applicable redemption date, with funds subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On or after the First Call Date, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail to each Holder’s registered address, or delivered electronically if held by DTC, Euroclear or Clearstream, as applicable, at the following redemption prices (expressed as a percentage of the principal amount of such Notes redeemed), plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable redemption date, subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the applicable period set forth below: First Call Date to April 30, 2026 105.188% May 1, 2026 to April 30, 2027 102.594% May 1, 2027 and thereafter 100.000% (c) Notwithstanding the foregoing, at any time and from time to time prior to the First Call Date, the Issuer may redeem an aggregate principal amount of Notes up to 40% of the sum of (x) the original aggregate principal amount of the Notes issued on the Issue Date plus (y) the aggregate principal amount of additional Notes after the Issue Date (such sum, the “Issued Principal Amount”) in an amount equal up to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such a redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices price (expressed as percentages a percentage of principal amountamount thereof) set forth below of 110.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the Notes redeemedrelevant record date to receive interest due on the relevant interest payment date); provided, to the applicable redemption datehowever, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, that at its option, redeem all or a portion of the Notes at a redemption price equal to 100least 50% of the principal amount thereof plus the Applicable Premium with respect to the Issued Principal Amount of Notes plus accrued and unpaid interestmust remain outstanding after each such redemption; provided, if anyfurther, thereon to the redemption date. Notice of that such redemption need shall be completed upon not less than 10 nor more than 60 days’ notice mailed by the Issuer to each holder of Notes being redeemed to each such holder’s registered address, or delivered electronically if held by DTC, Euroclear or Clearstream, as applicable, and otherwise in accordance with the procedures set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. (a) Except as described set forth in clauses (b), (c) and (d) of this Section 3.07 and in Section 4.14(d)Paragraph 5, the Notes will shall not be redeemable at the Company’s option of the Company prior to July 15June 1, 2024.. Starting on that date, the Company may at any time at its option redeem all or any portion of the Notes, at once or from time to time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of principal amount) set forth below, in cash, plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on June 1 of the years indicated below: 2024 102.625% 2025 101.313% 2026 and thereafter 100.000% (b) Notwithstanding clause (a) At of this Paragraph 5, at any time prior to July 15June 1, 2024, the Company may at its option on any one or more occasions redeem up to 40% of the aggregate original principal amount of the Notes issued under this the Indenture (including any Additional Notes) at a redemption price (expressed as a percentage of principal amount) equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including the Redemption Date (subject to the redemption dateright of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, provided that: (i) that at least 60% of the aggregate principal amount of the Notes initially issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such the redemption (excluding Notes held by the Company or any of and its Subsidiaries); and (ii) provided, further, that the redemption occurs shall occur within 90 180 days of the date of the closing of such the Equity OfferingOffering upon not less than 10 nor more than 60 days’ notice. (bc) On and after July 15Notwithstanding clause (a) of this Paragraph 5, at any time, from time to time, prior to June 1, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its optionoption redeem the Notes, redeem all in whole or a portion of in part after giving the Notes required notice under the Indenture, in cash, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including the Redemption Date (subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including any offer to purchase Notes, 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 60 days following such Purchase Date, to redeem (with respect to the Company) or repurchase (with respect to a third party) all Notes that remain outstanding following such purchase at a redemption price equal to the greater of (i) the highest price offered to any other holder in such tender offer or other offer to purchase which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest and (ii) par, plus accrued and unpaid interest, if any, thereon thereon, to, but not including, the applicable Redemption Date or Purchase Date, subject to the redemption date. Notice right of such redemption need not set forth the Applicable Premium but only the manner Holders of calculation record of the redemption price. With respect Notes on the relevant record date to any such redemption, receive interest due on the Company shall notify the Trustee of the Applicable Premium with respect relevant interest payment date falling on or prior to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date or Purchase Date. (de) Notice Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of any redemption or purchase Sections 3.01 through 3.06 of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July November 15, 20242023, the Company may Issuer may, at its option and on any one or more occasions, redeem all or a part of the Notes, upon notice as described in Section 11.06 of the Indenture, 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 record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. On and after November 15, 2023, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 11.06 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: 2023 103.000 % 2024 101.500 % 2025 and thereafter 100.000 % In addition, until November 15, 2023, the Issuer may, at its option, upon notice as described in Section 11.06 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) issued under the Indenture at a redemption price of 105.250Redemption Price (as calculated by the Issuer) equal to (i) 106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to or less than the net cash proceeds of from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the CompanyIssuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that: that (ia) at least 6050% of the sum of the aggregate principal amount of Notes originally issued under this the Indenture (including on the Issue Date and any Additional Notes) Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (excluding Notes held by the Company or any of its Subsidiaries); and (iib) the each such redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except On or after September 1, 2022, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time at the following redemption prices (expressed as described in this Section 3.07 and in Section 4.14(da percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the Notes will not be redeemable at redemption date (subject to the Company’s option right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on September 1 of the years set forth below: 2022 104.3750 % 2023 102.1875 % 2024 and thereafter 100.0000 % At any time, or from time to time, prior to July 15September 1, 2024. (a) At any time prior to July 152022, 2024but not more than once during each 12-month period commencing with the Issue Date, the Company Issuer may on any one or more occasions redeem up to 4010% of the aggregate original principal amount of the Notes issued under this the Indenture (including calculated after giving effect to any issuance of Additional Notes) during each such 12-month period at a redemption price of 105.250103.0% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time, or from time to time, prior to September 1, 2022, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium and accrued and unpaid interest, if any, on the Notes to be redeemed to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time or from time to time prior to September 1, 2022 in accordance with the procedures set forth in the Indenture, the Issuer may redeem in the aggregate up to 40% of the aggregate principal amount of the Notes issued (calculated after giving effect to any issuance of any Additional Notes) with funds in an aggregate amount equal to not exceeding the net cash proceeds of one or more Equity Offerings by the CompanyIssuer or any direct or indirect parent of the Issuer, provided that: to the extent the net cash proceeds thereof are contributed to the common or preferred equity capital (iother than Disqualified Stock) of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at least 60a redemption price equal to 108.750% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below redeemed plus accrued and unpaid interest, if any, on the Notes redeemedto be redeemed to, but not including, the redemption date (subject to the applicable redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, if redeemed during the 12-month period beginning on July 15 however, that at least 50% of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion original aggregate principal amount of the Notes issued on the Issue Date remain outstanding after each such redemption (excluding Notes held by the Issuer and/or its Subsidiaries), unless all such Notes are repurchased or redeemed substantially concurrently; and provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated. Notwithstanding the foregoing, in connection with any tender offer for, or other offer to purchase or redeem, the Notes, including a Change of Control Offer, a Collateral Asset Sale Offer or an Asset Sale 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 such tender offer in lieu of the Issuer as described herein, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 100% of the principal amount thereof plus the Applicable Premium with respect price offered to each other Holder in such tender offer plus, to the Notes plus extent not included in such tender offer payment (or other offer to purchase or redeem), accrued and unpaid interest, if any, thereon on the Notes to be redeemed, to, but excluding, the redemption date. Notice date of such redemption. In connection with any redemption need of Notes (including with funds in an aggregate amount not set forth exceeding the Applicable Premium but only the manner net cash proceeds of calculation of the redemption price. With respect to an Equity Offering), any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the CompanyIssuer’s discretion, be given prior subject to the completion of such transaction and satisfaction or waiver (as may be subject to determined by the Issuer) of one or more conditions precedent, including, but not limited to, including the completion of the related Equity Offeringany financing, debt incurrence redemption, acquisition, securities offering or Change of Control Triggering Eventother corporate transaction. In addition, if such redemption or purchase notice is subject to satisfaction or waiver of one or more conditions precedent, such notice shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption was sent) as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuer in its sole discretion), 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 (or waived) by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company Issuer may provide in such notice that payment of the redemption or purchase price and performance of the CompanyIssuer’s obligations with respect to such redemption or purchase may be performed by another Person. The Issuer shall provide written notice of the satisfaction or waiver of such conditions, the delay of such redemption date or the rescission of such notice of redemption to the Trustee on or prior to the redemption date, and upon receipt the Trustee shall provide such notice of each holder of Notes in the same manner in which the redemption notice was given.

Optional Redemption. Except (a) The Notes may be redeemed, in whole or in part, at any time or from time to time prior to February 15, 2024 at the option of the Issuer, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as described in this Section 3.07 of, and in Section 4.14(d)accrued and unpaid interest thereon, if any to, but excluding, the Notes will not be redeemable at applicable redemption date (subject to the Company’s option prior right of Holders of record on the relevant record date to July 15, 2024receive interest due on the relevant Interest Payment Date). (ab) At any time prior or from time to July time on or after February 15, 2024, the Company Issuer, at its option, may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on any the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period beginning on February 15 of the years indicated below: Year Redemption Price 2024 103.188 % 2025 101.594 % 2026 and thereafter 100.000 % (c) In the event that prior to February 15, 2024, the Issuer receives net cash proceeds from one or more occasions Equity Offerings, the Issuer may use an amount not greater than the amount of such net cash proceeds to redeem up to 4040.0% of the original aggregate principal amount of all Notes issued under this Indenture (including calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.250106.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable redemption date (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 redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, ); provided that: (i1) at least 6050.0% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) on the Issue Date remains outstanding immediately after the occurrence of giving effect to each such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 not more than 120 days of after the date of the closing of any such Equity Offering. (bd) On If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and after July 15do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer, 2024Alternate Offer or an offer to purchase with the proceeds from any Asset Disposition) and the Issuer, or any other Person making such offer in lieu of the Company may redeem Issuer, purchases all or a part of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer will have the right, upon not less than ten nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following such purchase and the Holders of such remaining Notes shall be deemed to have consented to surrender their Notes at a redemption price in cash equal to the redemption prices (expressed as percentages of principal amount) set forth below applicable price paid to Holders in such purchase, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant record date to the applicable redemption date, if redeemed during the 12-month period beginning receive interest due on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all an interest payment date that is on or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion date of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personredemption).

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)stated below, the Notes will Issuer may not be redeemable redeem the Notes. The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after June 15, 2020, at the Company’s option prior to July 15following redemption prices, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% expressed as percentages of the principal amount thereof, if redeemed during the twelve-month period commencing on June 15 of any year set forth below, plus any accrued and unpaid interestinterest on the principal amount of the Notes, if any, to the date of redemption: 2020 102.313 % 2021 101.156 % 2022 and thereafter 100.000 % provided, however, that the Issuer shall not have the right to exercise any such optional redemption dateat any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to June 15, with funds 2020, the Issuer will have the right, at its option, to redeem any of the Notes, in an amount whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the net cash proceeds greater of one or more Equity Offerings by the Company, provided that: (i1) at least 60100% of the principal amount of such Notes issued under this Indenture and (including any Additional Notes2) remains outstanding immediately after the occurrence sum of the present value of the redemption price of the Notes to be redeemed at June 15, 2020 (such redemption (excluding Notes held by price being set forth in the Company or any table appearing above) plus each remaining scheduled payment of its Subsidiaries); and (ii) interest thereon during the period between the redemption occurs within 90 days date and June 15, 2020 (exclusive of interest accrued to the date of redemption), in each case, discounted to the closing Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such Equity Offering. (btwelve 30-day months) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices Bund Rate (expressed as percentages of principal amountdefined below) set forth below plus 50 basis points, plus, in each case any accrued and unpaid interestinterest on the principal amount of the Notes, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 date of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, provided, however, that the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions Issuer shall not have been satisfied by the right to exercise any such optional redemption or purchase date, or by at any time when the redemption or purchase date so delayed. In addition, Issuer is prohibited from having such an option under the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonCredit Agreement.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)(a) On or after August 1, 2021, the Notes will not shall be redeemable subject to redemption at any time at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofIssuer, plus accrued and unpaid interestin whole or in part, if anyupon not less than 15 nor more than 60 days’ notice, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest thereon, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period beginning on July 15 August 1 of the years indicated below: YEAR Percentage 2021 105.063 % 2022 103.375 % 2023 101.688 % 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (cb) At The Notes may be redeemed, in whole or in part, at any time and from time to time prior to July 15August 1, 2024, the Company may2021, at its option, redeem all or a portion the option of the Notes Issuer upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium with respect as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders of record on the relevant interest record date to receive interest due on the relevant interest payment date). (c) Prior to August 1, 2021, the Issuer may on any one or more occasions re-deem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including Additional Notes) at a redemption price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, thereon to the redemption date. Notice , with the net cash proceeds of Equity Issuances; provided that (i) at least 60% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption need not set forth (including Additional Notes but excluding Notes held by the Applicable Premium but only the manner of calculation Issuer and its Subsidiaries) and (ii) such redemption shall occur within 180 days of the redemption price. With respect to any such redemption, the Company shall notify the Trustee date of the Applicable Premium closing of such Equity Issuance (disregarding the date of the closing of any over-allotment option with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationthereto). (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)(a) At any time prior to May 15, 2027, the Issuer may, on one or more occasions, redeem the Notes will not be redeemable in whole or in part, at its option, upon notice pursuant to Section 3.03, at a redemption price equal to 100% of the Company’s option prior to July 15principal amount of such Notes plus the Applicable Premium as of, 2024and accrued and unpaid interest, if any, to, but excluding, the redemption date. (a) At any time and from time to time prior to July May 15, 20242027, the Company may Issuer may, on any one or more occasions occasions, redeem up Notes with an amount equal to 40% of the aggregate principal amount of Notes issued under this Indenture (including net cash proceeds received by the Issuer from any Additional Notes) Equity Offering at a redemption price of 105.250equal to 106.625% of the principal amount thereofof such Notes, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with funds in an aggregate principal amount equal for all such redemptions not to exceed 40% of the net cash proceeds aggregate principal amount of one or more Equity Offerings by the Company, Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that: (i) at least 60in 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 aggregate principal amount of the then-outstanding Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption thereafter (including Additional Notes but excluding Notes held by the Company Issuer or any of its Subsidiaries); and (ii) the , unless all such Notes are redeemed or repurchased substantially concurrently, or are to be redeemed or repurchased in full and for which a notice of repurchase or redemption occurs within 90 days has been given in accordance with another provision of the date of the closing of such Equity Offeringthis Indenture. (b) On At any time and from time to time on or after July May 15, 20242027, the Company may Issuer may, on one or more occasions, redeem all or a part of the Notes in whole or in part, upon notice pursuant to Section 3.03, at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but excluding, the applicable redemption date, if redeemed during the 12twelve-month period beginning on July May 15 of the years year indicated below: YEAR Percentage 2024 102.625 58| 2027 103.313% 2025 101.313 2028 101.656% 2026 2029 and thereafter 100.000 100.000% (c) At Notwithstanding the foregoing, in connection with any time tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender, and from time to time prior to July 15do not validly withdraw, 2024Notes and the Issuer, the Company may, at its option, redeem all or a portion third party in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders of the Notes, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the Notes plus extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon to thereon, to, but excluding, the redemption date. Notice date of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any If the optional redemption date is on or purchase of after a record date and on or before the notes (including upon an Equity Offering or debt incurrence or 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 connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, whose name the Note is registered at the Company’s discretionclose of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be given prior payable to the completion of such transaction and may Holders whose Notes will be subject to one or more conditions precedentredemption by the Issuer. (e) If provision is made for redemption of Notes before their Stated Maturity pursuant to Section 2.01, includingthen the Notes shall be redeemable in accordance with their terms and, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state thatexcept as otherwise specified in Section 2.01, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations accordance with respect to such redemption or purchase may be performed by another Personthis Article 3.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July April 15, 20242022, the Company may Issuers may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250106.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i1) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Sunoco LP and its Subsidiaries); and (ii2) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July April 15, 20242022, the Company may Issuers may, on one or more occasions, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2022 103.000 % 2023 102.000 % 2024 101.000 % 2025 and thereafter 100.000 % (c) Prior to April 15, 2022, the Issuers may, on one or more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date). (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as described in this Section 3.07 and in Section 4.14(d)below, the Notes will not be redeemable at the CompanyIssuer’s option prior to July 15January 1, 20242014. (ab) At any time on or prior to July 15January 1, 20242014, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes issued under this Indenture (including any Additional Notes) Indenture), upon not less than 30 nor more than 60 days’ notice, at a redemption price of 105.250112.500% of the aggregate principal amount thereofof the Notes, to be redeemed plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but not including, the redemption date, with funds in an amount equal to date using the net cash proceeds of one or more Equity Offerings by the CompanyIssuer, provided that: (ia) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (iib) the redemption occurs within 90 60 days of the date of the closing of such Equity Offering. (bc) On During any twelve-month period commencing on the Issue Date and after July 15ending on or prior to January 1, 20242014, the Company Issuer may redeem all or a part 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 thereof, 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 accrued and unpaid interest, if any, to but not including the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date). (e) On or after January 1, 2014, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice 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 plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning set forth below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: On or after January 1, 2014 to June 30, 2014 106.250% On or after July 15 of the years indicated below: YEAR Percentage 2024 102.625 1, 2014 to December 31, 2014 104.688% 2025 101.313 On or after January 1, 2015 to June 30, 2015 103.125% 2026 and thereafter 100.000 On or after July 1, 2015 to December 31, 2015 101.563% On or after January 1, 2016 100.000% (cf) At any time and from time to time prior to July 15, 2024, Unless the Company may, at its option, redeem all or a portion of Issuer defaults in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect , interest will cease to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to accrue on the Notes promptly after or portions thereof called for redemption on the calculation and the Trustee shall not be responsible for such calculationapplicable redemption date. (dg) Notice Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of any redemption or purchase Sections 3.01 through 3.06 of the notes Indenture. (including upon an Equity Offering or debt incurrence or in connection with a transaction h) Except pursuant to the preceding Section 5(a), (or series of related transactionsb), (c) that constitute a Change of Control Triggering Event) mayand (d), the Notes will not be redeemable at the CompanyIssuer’s discretion, be given option prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Persontheir final maturity.

Optional Redemption. (a) Except as described set forth in clauses (b), (d), (e) and (f) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to July May 15, 20242022. (ab) At any time prior to July May 15, 20242022, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up all or a part of the Notes, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes being redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) 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 Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) At any time on and after May 15, 2022, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2022 103.3750 % 2023 101.6875 % 2024 and thereafter 100.0000 % (d) At any time prior to May 15, 2022, the Issuers may, at their option and on one or more occasions, redeem (i) an aggregate principal amount of Notes not to exceed the amount of the Net Cash Proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the Net Cash Proceeds of one or more Equity Offerings, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to (i) 106.750% of the aggregate principal amount of the Notes being redeemed, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes); (B) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); and (C) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. The aggregate principal amount of the Notes that may be redeemed pursuant to clause (d) of this Section 3.07 cannot exceed the aggregate Net Cash Proceeds from the relevant Equity Offerings. (e) In addition, at any time prior to May 15, 2022, upon not less than 10 days’ nor more than 60 days’ notice, the Issuers may redeem up to 10% of the original aggregate principal amount of the Notes (including Additional Notes) during any twelve month period at a redemption price of 105.250equal to 103% of the principal amount thereof, plus accrued and unpaid interestinterest to, but not including, the applicable redemption date. (f) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer for the Notes, if anyHolders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer, and accordingly 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 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the redemption dateextent not included in the offer payment, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time relevant interest payment date falling prior to July 15, 2024, or on the Company may, Redemption Date. In determining whether the Holders of at its option, redeem all or a portion of the Notes at a redemption price equal to 100least 90% of the aggregate principal amount thereof plus of the Applicable Premium with respect then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice purposes of such redemption need not set forth the Applicable Premium but only the manner tender offer, Change of calculation of the redemption price. With respect to any such redemptionControl Offer, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationAlternate Offer or Asset Sale Offer, as applicable. (dg) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or offer to purchase, whether in connection with a transaction (or series of related transactions) that constitute a an Equity Offering, Change of Control Triggering Event) Control, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the CompanyIssuer’s discretion, be given prior to the completion of or occurrence thereof, and any such transaction and may redemption, offer to purchase or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, debt incurrence or Change of Control Triggering EventControl, Asset Sale or other transaction or event, as the case may be. The Issuers may redeem the Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s Issuers’ discretion, the redemption or purchase repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), 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 (or waived by the Issuers in their sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuers’ sole discretion if the Issuers determine that any or all of such conditions will not be satisfied or waived. For the avoidance of doubt, if any redemption or repurchase date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption or repurchase, such redemption or repurchase date as so delayed may occur at any time after the original redemption or repurchase date set forth in the applicable notice of redemption or repurchase and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption or repurchase date or the redemption or repurchase date so delayed and more than 60 days after the date of the applicable notice of redemption or repurchase. In addition, the Company Issuers may provide in such notice or offer to purchase that payment of the redemption or purchase price and performance of the Company’s Issuers’ obligations with respect to such redemption or offer to purchase may be performed by another Person. (h) The Issuer, the Co-Issuer, Holdings, their direct and indirect equityholders, including the Investors, any of their Subsidiaries and their respective Affiliates and members of management may acquire the Notes by means other than a redemption pursuant to this Article 3, whether by tender offer, open market purchases, negotiated transactions or otherwise. (i) Neither the Trustee nor any Agent shall have any duty to calculate or verify the calculation of the Applicable Premium.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024[ ], the Company Issuer may redeem all or a or, from time to time, part of the Notes upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amount) set forth below plus accrued and unpaid interestinterest to, if anybut not including, on the Notes redeemed, to the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period beginning on July 15 [ ] of the years indicated below: YEAR Percentage 2024 102.625 [ ] [ ] % 2025 101.313 [ ] [ ] % 2026 [ ] [ ] % [ ] and thereafter 100.000 [ ] % (cb) At any time and Prior to February [ ], the Issuer may redeem all or, from time to time prior to July 15time, 2024, the Company may, at its option, redeem all or a portion part of the Notes upon not less than 10 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus and accrued and unpaid interest, if anyto, thereon but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (c) Prior to February [ ], the Issuer may on any one or more occasions redeem up to 40% of the original principal amount of the Notes (including the principal amount of any Additional Notes denominated in such currencies), upon not less than 10 nor more than 60 days’ notice, with funds in an aggregate amount not exceeding the Net Cash Proceeds of one or more Equity Offerings at a redemption price of [ ]% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Notice ); provided that: (i) at least 60% of the original principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding after each such redemption; and (ii) the redemption occurs within 180 days after the closing of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationEquity Offering. (d) Notice of 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 or purchase date if it were a Business Day for the intervening period. (e) Unless the Issuer defaults in the payment of the notes redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. (f) Any redemption notice given in respect of the redemption of the Notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) or an event that constitute constitutes a Change of Control Triggering EventControl) may, at the CompanyIssuer’s discretion, be given prior subject to the completion satisfaction of such transaction and may be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related Equity Offeringtransaction, debt incurrence or Change as the case may be. (g) Any redemption pursuant to this paragraph 5 shall be made pursuant to Sections 3.01 through 3.06 of Control Triggering Eventthe Indenture. (h) If any Notes are listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of any Notes outstanding following any partial redemption of such Notes. In additionno event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of Notes eligible under the Indenture to be redeemed. (i) In connection with any tender offer or other offer to purchase for all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such redemption Notes in such tender offer and the Issuer, or purchase is subject to satisfaction any third party making such tender offer in lieu of one or more conditions precedentthe Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such notice shall state that, in the Company’s discretionHolders, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, Issuer or such redemption or purchase may third party will have the right, upon not occur and less than 10 nor more than 60 days’ notice following such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, to redeem all 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, if any, thereon, to, but not including, the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). In 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 Notes in a tender offer or other offer to purchase for all of the Notes, as applicable, Notes owned by an Affiliate of the Issuer or by the redemption funds controlled or purchase date so delayed. In addition, the Company may provide in such notice that payment managed by any Affiliate of the redemption Issuer, or purchase price and performance any successor thereof, shall be deemed to be outstanding for the purposes of the Company’s obligations with respect to any such redemption tender offer or purchase may be performed by another Personother offer, as applicable.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July April 15, 20242018, the Company may Issuers may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250106.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Sunoco LP and its Subsidiaries); and (ii) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July April 15, 20242018, the Company may Issuers may, on one or more occasions, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2018 103.125 % 2019 101.563 % 2020 100.000 % (c) Prior to April 15, 2018, the Issuers may, on one or more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record on the Notes redeemed, relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date). (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July October 15, 20242030, the Company may Issuer may, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofoccasions, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes to be redeemed, plus the Applicable Premium with respect as of, and 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. (b) At any time prior to October 15, 2028, 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 106.500% of the principal amount of such Notes, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the redemption date. Notice rights of Holders of such redemption need 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 set forth the Applicable Premium but only the manner of calculation to exceed 40% of the redemption price. With respect to any such redemption, the Company shall notify the Trustee aggregate principal amount of the Applicable Premium with respect to Notes issued under the Notes promptly Indenture; provided that: (i) in each case the redemption takes place not later than 180 days after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion closing of the related Equity Offering, debt incurrence and (ii) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remain outstanding immediately thereafter (excluding Notes held by the Issuer or Change any of Control Triggering Event. In additionits Subsidiaries), if unless all such redemption Notes are redeemed or purchase is subject repurchased or to satisfaction of be redeemed or repurchased substantially concurrently. (c) At any time on or after October 15, 2030, the Issuer may, on any one or more conditions precedentoccasions, such notice shall state thatredeem all or a part of the Notes at the following redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, in the Company’s discretionplus accrued and unpaid interest, if any, to, but excluding, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by if redeemed during the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment 12-month period beginning on October 15 of each of the redemption or purchase price 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 date: 2030 103.250% 2031 101.625% 2032 and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.thereafter 100.000% (d)

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July March 15, 20242018, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) Indenture, upon notice as provided in this Indenture, at a redemption price of 105.250equal to 109.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more an Equity Offerings by the Company, Offering; provided that: (i1) at least 6065% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notesexcluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 180 days of after the date of the closing of such Equity Offering. (b) On and after July At any time prior to March 15, 20242018, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at a redemption price equal to the sum of: (1) 100% of the principal amount of the Notes redeemed, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to Section 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuers’ option prior to March 15, 2018. (d) On or after March 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period beginning on July March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: YEAR Percentage 2024 102.625 2018 106.9375 % 2025 101.313 2019 104.6250 % 2026 2020 102.3125 % 2021 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, 100.0000 % Unless the Company may, at its option, redeem all or a portion of Issuers default in the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation payment of the redemption price. With respect , interest will cease to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to accrue on the Notes promptly after or portions thereof called for redemption on the calculation and the Trustee shall not be responsible for such calculationapplicable redemption date. (de) Notice of any redemption or purchase of The Issuers may redeem all (but not a portion of) the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) maythen outstanding Notes when permitted by, at the Company’s discretion, be given prior and pursuant to the completion of such transaction and may be subject conditions in, Section 4.15(e) hereof. (f) Any redemption pursuant to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions this Section 3.07 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment applicable provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personthis Article 3.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior Prior to July October 15, 20242028 (such date, the “First Call Date”),the Company may may, on any one or more occasions occasions, redeem up to a maximum of 40% of the original aggregate principal amount of Notes issued under this Indenture the Securities (including calculated giving effect to any issuance of Additional NotesSecurities) in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings by the Parent, at a redemption price of 105.250equal to 107.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i1) at least 60% of the aggregate principal amount of Notes issued under this Indenture the Securities (including calculated giving effect to any issuance of Additional NotesSecurities) remains outstanding immediately after the occurrence of outstanding; and (2) any such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs must be made within 90 60 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024Prior to the First Call Date, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, shall be entitled at its optionoption to redeem the Securities, redeem all in whole or a portion of the Notes in part, at a redemption price equal to 100% of the principal amount thereof of the Securities to be redeemed plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interest, if any, thereon to (but not including), the redemption date (subject to the redemption right of Holders on the relevant record date to receive interest due on the relevant interest payment date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption). (c) On or after October 15, 2028, the Company shall notify be entitled at its option to redeem the Trustee Securities, in whole or in part, on one or more occasions, at the redemption prices (expressed as a percentage of the Applicable Premium principal amount of the Securities to be redeemed) set forth below, plus accrued and unpaid interest thereon to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on October 15 of the years indicated below: YearPercentage 2028 103.938% 2029 101.969% 2030 and thereafter 100.000% ​ (d) In connection with any tender offer (including any offer to repurchase following a Change of Control Repurchase Event) for any and all outstanding Securities, if Holders of not less than 90% of the aggregate principal amount of the Securities that remain Outstanding accept the offer to repurchase the Securities in such offer and the Company (or any of its Affiliates) purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 days’ nor more than 60 days’ prior notice (provided that such notice may be delivered earlier if in connection with a satisfaction and discharge of the Company’s (and any applicable Guarantor’s) obligations hereunder with respect to the Notes promptly after Securities), given not more than 30 days following the calculation and purchase pursuant to the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or offer to purchase made pursuant to this paragraph, to redeem all of the notes (including upon an Equity Offering or debt incurrence or in connection with Securities that remain Outstanding following such purchase at a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior redemption price equal to the completion price paid to each other Holder of the Securities in such transaction tender offer plus, to the extent not included in the tender offer payment, any accrued and may be subject to one or more conditions precedent, includingunpaid interest on the Securities redeemed to, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretionincluding, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personredemption.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15June 1, 2024, the Company Issuer may on any one redeem, at its option, all or more occasions redeem up to 40% part of the aggregate principal amount of Notes issued under this Indenture Notes, upon not less than 10 nor more than 60 days’ notice to the Holders (including any Additional Notes) with a copy to the Trustee), at a redemption price equal to the sum of 105.250(i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) 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). (b) At any time on or after June 1, 2024, the Issuer will be entitled at its option, on any one or more occasions, to redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to the Holders (with a copy to the Trustee), at the redemption prices (expressed in percentages of the principal amount of the Notes to be 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 falling on or prior to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning commencing on July 15 June 1 of the years indicated set forth below: YEAR Percentage 2024 102.625 102.438 % 2025 101.313 101.219 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15June 1, 2024, the Company may, at its option, Issuer may redeem all or a portion of the Notes with the net cash proceeds from any Equity Offering at a redemption price equal to 100104.875% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon 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. Notice of ), in an aggregate principal amount for all such redemption need redemptions not set forth the Applicable Premium but only the manner of calculation to exceed 40.0% of the redemption price. With respect to any such redemption, the Company shall notify the Trustee original aggregate principal amount of the Applicable Premium with respect to 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 promptly after the calculation and the Trustee shall not be responsible for such calculation(including any Additional Notes) remains outstanding immediately thereafter. (d) Notice Until 120 days after the Issue Date, the Issuer may redeem in the aggregate up to 35% 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 or purchase price equal to 102.4375% of the notes 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 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 an Equity Offering such terms and at such prices, as well as with such consideration, as the Issuer or debt incurrence or any such Affiliates may determine. (g) At any time, in connection with a transaction any tender offer or other offer to purchase the Notes (or series of related transactions) that constitute including pursuant to a Change of Control Triggering Event) mayOffer to Purchase or Asset Sale Offer to Purchase), at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but if not limited to, completion less than 90.0% in aggregate principal amount of the related Equity Offeringoutstanding Notes are purchased by the Issuer, debt incurrence or or, in the case of a Change of Control Triggering Event. In additionOffer to Purchase, any third party purchasing or acquiring Notes in lieu of the Issuer, the Issuer or such third party will have the right, upon notice as set forth in this Section 3 to redeem the Notes that remain outstanding following such purchase at the price paid to Holders in such purchase, plus accrued and unpaid interest thereon, if such any, to, but excluding, the applicable redemption or purchase is date (subject to satisfaction the right of one Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or more conditions precedent, such notice shall state that, in the Company’s discretion, on the redemption or purchase date may be delayed until such time as any or all such conditions date). (h) Any redemption pursuant to this Section 3.07 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as described set forth in clauses (b) and (e) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to July 151, 20242026. (ab) At any time prior to July 151, 2026, the Issuers may, at their option, at any time and from time to time, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) 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 prior to or on the Redemption Date. (c) On and after July 1, 2026, the Issuers may, at their option, at any time and from time to time, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on July 1 of each of the years indicated below: 2026 102.438 % 2027 101.625 % 2028 100.813 % 2029 and thereafter 100.000 % (d) In addition, prior to July 1, 2024, the Company may on Issuers may, at their option, at any time and from time to time, redeem an aggregate principal amount of Notes not to exceed the amount of the Net Cash Proceeds received by the Issuer from one or more occasions redeem up Equity Offerings or a capital contribution to the Issuer made with the Net Cash Proceeds of one or more Equity Offerings, upon notice as described in Section 3.03 hereof at a redemption price equal to (i) 104.875% of the aggregate principal amount of the Notes redeemed, plus (ii) 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 prior to or on the Redemption Date; provided, that (1) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes); (2) at a redemption price of 105.250least 50% of the aggregate principal amount thereofof the Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently); and (3) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (e) In connection with any tender offer, plus any Change of Control Offer, Alternate Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuers, or any third party making such offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par and excluding any early tender or incentive fee in such offer) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, subject to the redemption date, with funds in an amount equal right of Holders of record on the relevant record date to receive interest due on the net cash proceeds of one relevant interest payment date falling prior to or more Equity Offerings by on the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingRedemption Date. (bf) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the Any redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, pursuant to this Section 3.07 shall be made pursuant to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 provisions of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption dateSections 3.01 through 3.06 hereof. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or offer to purchase, whether in connection with a transaction (or series of related transactions) that constitute a an Equity Offering, Change of Control Triggering Event) Offer, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Company’s Issuers’ discretion, be given prior to the completion of or occurrence thereof, and any such transaction and may redemption, offer to purchase or notice may, at the Issuers’ discretion, be subject to one or more conditions precedentprecedent (including conditions precedent applicable to different amounts of Notes redeemed), including, but not limited to, completion or occurrence of the related Equity Offering, debt incurrence or Change of Control Triggering EventOffer, Alternate Offer, Asset Sale Offer or other transaction or event, as the case may be. The Issuers may redeem Notes pursuant to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s Issuers’ discretion, the redemption Redemption Date or purchase repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers in their sole discretion), 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 (or waived by the redemption Issuers in their sole discretion) by the Redemption Date or purchase date, or by the redemption Redemption Date or purchase date so delayed, or that such notice may be rescinded at any time in the Issuers’ sole discretion. In addition, the Company Issuers may provide in such notice that payment of the redemption or purchase price and performance of the Company’s Issuers’ obligations with respect to such redemption or purchase may be performed by another Person. The Issuers, the Parent Guarantors, their respective direct and indirect equityholders, any of the Issuer’s Subsidiaries and their respective Affiliates may acquire the Notes by means other than a redemption or offer to purchase pursuant to this Section 3.07, whether by tender offer, open market purchases, negotiated transactions or otherwise. (g) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

Optional Redemption. Except as described Redeemable in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable whole at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time (i) during the three-month period prior to July 15to, 2024and including, the Company mayFirst Reset Date or the three- month period prior to, at its optionand including, redeem all or each subsequent Reset Date (each such period, a portion of the Notes “Par Call Period”), at a redemption price equal to 100% of the principal amount thereof plus of the Applicable Premium with respect Debentures being redeemed, and (ii) on any date that is not within a Par Call Period, at a redemption price equal to the Notes greater of (x) 100% of the principal amount of the Debentures being redeemed and (y) the sum of the present values of the remaining scheduled payments of principal of and interest on the Debentures being redeemed discounted to the redemption date (assuming the Debentures matured on the next following Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, less interest accrued to the redemption date; plus, in each case, any accrued and unpaid interest thereon (including compounded interest, if any) to, thereon to but excluding, the redemption date. Notice date of such redemption need redemption; provided that if the Debentures are not set forth the Applicable Premium but only the manner of calculation redeemed in whole, at least $25 million aggregate principal amount of the redemption price. With respect Debentures must remain outstanding after giving effect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or . Tax Event Redemption: Redeemable in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, includingwhole, but not limited in part, at any time within 90 days of the occurrence of a Tax Event (as defined in the Preliminary Prospectus Supplement), at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretionbut excluding, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personredemption.

Optional Redemption. (a) Except as described set forth in clauses (b), (d), (e) and (f) of this Section 3.07 and in Section 4.14(d)3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to July January 15, 20242027. (ab) At any time prior to July January 15, 20242027, the Company may Issuers may, at their option, at any time and from time to time, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) 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 prior to or on the Redemption Date. (c) On and after January 15, 2027, the Issuers may, at their option, at any time and from time to time, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2027 103.313 % 2028 101.656 % 2029 and thereafter 100.000 % (d) In addition, prior to January 15, 2027, the Issuers may, at their option, at any time and from time to time, redeem an aggregate principal amount of Notes not to exceed the amount of the Net Cash Proceeds received by the Issuer from one or more occasions redeem up Equity Offerings or a capital contribution to the Issuer made with the Net Cash Proceeds of one or more Equity Offerings, upon notice as described in Section 3.03 hereof, at a redemption price equal to (i) 106.625% of the aggregate principal amount of the Notes redeemed, plus (ii) 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 prior to or on the Redemption Date; provided, that (1) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes); (2) at least the lesser of (x) 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date and (y) $350.0 million aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently); and (3) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (e) At any time on or prior to January 15, 2027, the Issuers may, at their option and on one or more occasions, redeem up to 10% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each twelve-month period commencing with the Issue Date, upon notice as described in Section 3.03 hereof, at a redemption price of 105.250equal to 103% of the principal amount thereofof the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (f) In connection with any tender offer, any Change of Control Offer, Alternate Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuers, or any third party making such offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, with funds in an amount to redeem all Notes that remain outstanding following such purchase at a price equal to the net cash proceeds of one price offered to each other Holder in such offer (which may be less than par and excluding any early tender or more Equity Offerings by incentive fee in such offer) plus, to the Companyextent not included in the offer payment, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time relevant interest payment date falling prior to July 15, 2024, or on the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date. (dg) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or offer to purchase, whether in connection with a an Equity Offering, Change of Control Offer, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Issuers’ discretion (or series or, in the case of related transactions) that constitute a Change of Control Triggering Event) mayOffer, at the Company’s discretiondiscretion of a third party making such Change of Control Offer), be given prior to the completion or occurrence thereof, and any such redemption, offer to purchase or notice may, at the Issuers’ discretion (or, in the case of a Change of Control Offer, at the discretion of a third party making such transaction and may Change of Control Offer), be subject to one or more conditions precedentprecedent (including conditions precedent applicable to different amounts of Notes redeemed), including, but not limited to, completion or occurrence of the related Equity Offering, debt incurrence or Change of Control Triggering EventOffer, Alternate Offer, Asset Sale Offer or other transaction or event, as the case may be. The Issuers may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretionIssuers’ discretion (or, in the case of a Change of Control Offer, at the discretion of a third party making such Change of Control Offer), the redemption Redemption Date or purchase repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfiedsatisfied (or waived by the Issuers (or, in the case of a Change of Control Offer, a third party making such Change of Control Offer) in their sole discretion), 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 (or waived by the redemption Issuers (or, in the case of a Change of Control Offer, a third party making such Change of Control Offer) in their sole discretion) by the Redemption Date or purchase date, or by the redemption Redemption Date or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuers’ sole discretion (or, in the case of a Change of Control Offer, at the discretion of a third party making such Change of Control Offer). In addition, the Company Issuers may provide in such notice that payment of the redemption or purchase price and performance of the Company’s Issuers’ obligations with respect to such redemption or offer to purchase may be performed by another Person. The Issuers, the Parent Guarantors, their respective direct and indirect equityholders, any of the Issuer’s Subsidiaries and their respective Affiliates may acquire the Notes by means other than a redemption or offer to purchase pursuant to this Section 3.07, whether by tender offer, open market purchases, negotiated transactions or otherwise. (h) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15April 1, 20242021, the Company Issuer may on any one or more occasions redeem up to 40(i) 35% of the original aggregate principal amount of the 2028 Notes issued under this the Indenture and (including ii) all or a portion of any Additional Notes) 2028 Notes issued after the Issue Date, upon not less than 10 nor more than 60 days’ notice, at a redemption price of 105.250equal to 104.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the redemption dateapplicable Redemption Date, with funds in an amount equal to of cash no greater than the net cash proceeds (net of one or more underwriting discounts and commissions) of all Equity Offerings by the Company, Issuer or any direct or indirect parent entity of the Issuer (including Parent) (to the extent the cash proceeds (net of underwriting discounts and commissions) of such Equity Offerings are contributed to the Issuer) since the Issue Date; provided that: (i) : • at least 6065% (calculated after giving effect to any issuance of Additional 2028 Notes) of the original aggregate principal amount of the 2028 Notes issued under this the Indenture (including any Additional Notesexcluding 2028 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii) and • the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) On and after July 15. In addition, 2024prior to April 1, 2023, the Company Issuer may on one or more occasions redeem all the 2028 Notes, in whole or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestin part, if anyupon not less than 10 nor more than 60 days’ notice, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes thereof, plus accrued and unpaid interest, if any, thereon to but excluding the redemption date2028 Make-Whole Redemption Date, plus the 2028 Make-Whole Premium (a “2028 Make-Whole Redemption”). Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company The Issuer shall notify the Trustee Paying Agent of the Applicable 2028 Make-Whole Premium with respect by delivering to the Notes promptly after Paying Agent, on or before the applicable 2028 Make-Whole Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and neither the Trustee nor the Paying Agent shall not be responsible have any responsibility for verifying or otherwise for such calculation. (d) Notice of . On or after April 1, 2023, the Issuer may on any redemption one or purchase more occasions redeem all or a part of the notes 2028 Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (including upon an Equity Offering or debt incurrence or expressed as percentages of the principal amount of 2028 Notes redeemed) set forth below, plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date, if redeemed during the twelve month period beginning on April 1 of the years indicated below: 2023 102.063% 2024 101.375% 2025 100.688% 2026 and thereafter 100.000% Notwithstanding the foregoing, the payment of accrued but unpaid interest in connection with the redemption of the 2028 Notes is subject to the rights of a transaction (Holder of the 2028 Notes on a record date for the payment of interest whose Notes are to be redeemed on or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given after such record date but on or prior to the completion of related Interest Payment Date to receive interest on such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase interest payment date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July On or after January 15, 20242023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company Issuers may redeem all or a part of the 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 interestinterest and Liquidated Damages, if any, on the this series of Notes redeemed, to the applicable redemption dateRedemption Date, if redeemed during the 12twelve-month period beginning on July January 15 of the years each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date: YEAR Year Percentage 2023 102.500 % 2024 102.625 101.667 % 2025 101.313 100.833 % 2026 and thereafter 100.000 % (cb) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time and from time to time prior to July January 15, 20242021, the Company mayIssuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture upon giving notice as provided in the Indenture, at a redemption price of 105.000% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on 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 by Targa Resources Partners; provided that at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture (excluding Notes held by Targa Resources Partners and its optionSubsidiaries) remains outstanding immediately after the occurrence of such redemption and the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 2023, the Issuers may also redeem all or a portion part of the Notes Notes, upon giving notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemptionRedemption Date, the Company shall notify the Trustee of the Applicable Premium with respect subject to the Notes promptly after rights of Holders on the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon relevant record date to receive interest due on an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) Interest Payment Date that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given is prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonRedemption Date.

Optional Redemption. (a) At any time prior to November 15, 2024 (the “Early Call Date”), the Issuer may on any one or more occasions redeem the Notes, in whole or in part, at a redemption price, as determined by the Issuer, equal to the greater of: (A) 100% of the principal amount of the Notes to be redeemed; or (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due if such Notes matured on the Early Call Date but for the redemption (exclusive of any portion of the payments 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 Yield plus 25 basis points, in each case, together with accrued but unpaid interest thereon to, but not including, the redemption date. (b) Except as described in this Section 3.07 and in Section 4.14(d)pursuant to the preceding paragraphs, the Notes will not be redeemable at the CompanyIssuer’s option prior to July 15, 2024the Early Call Date. (ac) At any time prior to July 15, 2024On and after the Early Call Date, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestNotes, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to of the Notes to be redeemed, plus accrued and but unpaid interestinterest thereon to, if anybut not including, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 (A) On and in Section 4.14(dafter September 1, 2024 (or, if such date is not a Business Day, the next Business Day), the Notes will not be redeemable Issuer may, at the CompanyIssuer’s option prior to July 15option, 2024. (a) At any time prior to July 15, 2024, the Company may on any one redeem all or more occasions redeem up to 40% a portion of the aggregate Notes at the redemption prices (expressed in percentages of principal amount of Notes issued under this Indenture (including any Additional Notes) at a on the redemption price of 105.250% of the principal amount thereofdate), plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the related Interest Payment Date), if redeemed during the twelve (12) month period commencing on September 1 of the years set forth below: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 % (B) At any time before September 1, 2024, the Issuer may, at its option on one or more occasions, redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed forty percent (40%) of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption dateprice (expressed as a percentage of principal amount) of 104.75%, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the related Interest Payment Date), with funds in an amount equal not to exceed the net cash proceeds of from one or more Equity Offerings (provided that if the Equity Offering is an offering by the CompanyParent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Issuer), provided that: (i) at least sixty percent (60% %) of the such aggregate principal amount of Notes issued under this Indenture (including any which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding other than Notes held held, directly or indirectly, by the Company Issuer or any of its SubsidiariesAffiliates); and (ii) the each such redemption occurs within 90 ninety (90) days of after the date of the closing related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice, may, at the Issuer’s discretion, be subject to the completion of the related Equity Offering. (bC) On and after July 15Prior to September 1, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company Issuer may, at its the Issuer’s option, redeem all or a portion of the Notes at a redemption price equal to one hundred percent (100% %) of the principal amount thereof of the Notes to be redeemed plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interest, if any, thereon to, the Redemption Date (subject to the redemption date. Notice right of such redemption need not set forth Holders on the Applicable Premium but only Regular Record Date to receive interest due on the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationrelevant Interest Payment Date). (dD) Notice Notes called for redemption become due on the date fixed for redemption (the “Redemption Date”). On and after the Redemption Date of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) mayNote, at the Company’s discretion, be given prior interest shall cease to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personaccrue thereon.

Optional Redemption. Except as described in this Section 3.07 below and in Section 4.14(d)certain limited circumstances following a Change of Control Offer, the Notes will not be redeemable at the Company’s option prior to July 15August 1, 20242027. (a) At any time prior to July 15August 1, 20242027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture (including any Additional Notes) at a redemption price of 105.250107.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: : (i) at least 60% of the principal amount of Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and and (ii) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) On and after July 15August 1, 20242027, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 August 1 of the years indicated below: YEAR Percentage 2024 102.625 2027 103.500 % 2025 101.313 2028 101.750 % 2026 2029 and thereafter 100.000 % (c) At any time and from time to time prior to July 15August 1, 20242027, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With The Indenture provides that, with respect to any such redemption, the Company shall will notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and that the Trustee shall will not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes Notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. (e) The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July November 15, 20242026, the Company may shall have the option to redeem all or a part portion of the Notes Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest thereon, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12twelve-month period beginning on July November 15 of the years indicated below: YEAR Percentage 2024 102.625 2026 102.500 % 2025 101.313 2027 101.250 % 2026 2028 100.625 % 2029 and thereafter 100.000 % (cb) At any time and from time to time prior to July November 15, 20242026, the Company may, at its option, on any one or more occasions redeem all or a portion Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date with the net cash proceeds of one or more Equity Issuances (excluding, for the avoidance of doubt, the 2021 Common Stock Offering); provided that: (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of such redemption (unless all Notes are redeemed concurrently); and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Issuance. (c) At any time prior to November 15, 2026, all or part of the Notes may also be redeemed at the option of the Company, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect as of, and accrued and unpaid interest thereon, if any, to the date of redemption (the “Redemption Date”). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company (or a third party making such Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or the third-party offeror, as applicable, will have the right at any time prior to the Stated Maturity of the Notes, upon not less than 10 nor more than 60 days’ prior notice, to redeem (in the case of the Company) or purchase (in the case of a third-party offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date. Notice date of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (de) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July December 15, 20242022, the Company may Issuer may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250105.125% of the principal amount thereofamount, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, Offerings; provided that: (i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (including any Additional Notesexcluding the Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii) the redemption occurs within 90 60 days of the date of the closing of such Equity Offering.. ASIA 33616188 5 (b) On and after July At any time prior to December 15, 2024, the Company Issuer may on any one or more occasions redeem all or part of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to (but excluding) the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, plus, in either of the above cases, accrued and unpaid interest to (but excluding) the date of redemption on the Notes to be redeemed. (c) Except as described in paragraphs 5(a), (b), (e), (7) and (8) of this Note, the Notes shall not be redeemable at the Issuer’s option prior to December 15, 2024. (d) On or after December 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes 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 below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption datedate of redemption, if redeemed during the 12twelve-month period beginning on July December 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect subject to the Notes plus accrued and unpaid interest, if any, thereon rights of Holders on the relevant record date to receive interest on the redemption relevant interest payment date. Notice of such redemption need not set forth : Unless the Applicable Premium but only Issuer defaults in the manner of calculation payment of the redemption price. With respect , interest will cease to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to accrue on the Notes promptly after or portions thereof called for redemption on the calculation and the Trustee shall not be responsible for such calculationapplicable redemption date. (e) Any redemption set forth under Section 3.07(a), (b) or (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) Indenture may, at the Company’s discretiondiscretion of the Issuer, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or ASIA 33616188 6 more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) 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 or purchase date, date or by the redemption or purchase date as so delayed. In addition, the Company Issuer may provide in such notice that payment of the redemption or purchase price and performance of the CompanyIssuer’s obligations with respect to such redemption or purchase may be performed by another Person.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15December 1, 20242017, the Company may, at its option, Issuers may redeem all or a portion part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium with respect as of, and accrued and unpaid interest to, the date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) At any time and from time to time on or prior to December 1, 2017, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.250%, plus accrued and unpaid interest, if any, thereon interest to the redemption date. Notice date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% 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; provided, further, that such redemption need shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. (c) On or after December 1, 2017, the Applicable Premium but only Issuers may redeem the manner of calculation Notes at their option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest to the redemption price. With respect date (subject to any such redemptionthe rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the Company shall notify the Trustee 12-month period commencing on December 1 of the Applicable Premium with respect to years set forth in the Notes promptly after the calculation table below: Period Redemption price 2017 103.938% 2018 102.625% 2019 101.313% 2020 and the Trustee shall not be responsible for such calculation.thereafter 100.000% (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) notice may, at the Company’s Issuers’ discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, including completion of the related an Equity Offering, debt incurrence Offering or Change other corporate transaction. (e) Except pursuant to clauses (a) and (b) of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretionthis Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to December 1, 2017. (f) Any redemption or purchase date may be delayed until such time as any or all such conditions pursuant to this Section 3.07 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06.

Optional Redemption. (a) Except as described in pursuant to paragraphs (b), (c) and (d) of this Section 3.07 and in Section 4.14(d)5, the Notes will not be redeemable at the Company’s TransMontaigne Partners’ option prior to July March 15, 2024. (a) At any time prior to July 2027. On or after March 15, 20242027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company TransMontaigne Partners may redeem all or a part of the Notes Notes, upon prior notice in accordance with Section 3.02 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, interest on the Notes redeemedredeemed to, to but excluding, the applicable redemption dateRedemption Date, if redeemed during the 12twelve-month period beginning on July March 15 of the years each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date: YEAR Year Percentage 2024 102.625 2027 104.250 % 2025 101.313 2028 102.125 % 2026 2029 and thereafter 100.000 %% Unless TransMontaigne Partners 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) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2027, TransMontaigne Partners may on any one or more occasions redeem, upon prior notice in accordance with Section 3.03 of the Indenture, up to 40% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of Notes 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 of cash not greater than the net cash proceeds of one or more Equity Offerings by TransMontaigne Partners; provided that at least 50% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by TransMontaigne Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time and from time to time prior to July March 15, 20242027, the Company may, at its option, TransMontaigne Partners may also redeem all or a portion part of the Notes Notes, upon prior notice in accordance with Section 3.02 of the Indenture, at a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interestinterest to, if anybut excluding, thereon the Redemption Date, subject to the redemption date. Notice rights of such redemption need not set forth Holders on the Applicable Premium but only the manner of calculation of the redemption price. With respect relevant record date to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect receive interest due on an interest payment date that is on prior to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date. (d) Notice of any redemption or purchase TransMontaigne Partners may also redeem the Notes as provided in Section 3.07(e) of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) mayIndenture, at on the Company’s discretion, be given prior terms and subject to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personset forth therein.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024Except as set forth in subparagraph (b) of this Paragraph 5, the Company may on any one will not have the option to redeem the Notes prior to November 1, 2007. On or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereofafter November 1, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 20242007, the Company may will have the option to redeem all the Notes, in whole or a part of the Notes in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), if redeemed during the 12twelve-month period beginning commencing on July 15 November 1 of the years indicated set forth below: YEAR Percentage 2024 102.625 2007 102.000 % 2025 101.313 2008 101.000 % 2026 2009 and thereafter 100.000 %% Any such redemption and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. Unless the Company defaults in the payment of the redemption price or such redemption is rescinded in accordance with the Indenture, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (cb) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time and from time to time prior to July 15November 1, 20242007, the Company may, at its optionon any one or more occasions, redeem all or a portion up to 35% of the original aggregate principal amount of Notes (calculated giving effect to any issuance of Additional Notes) issued under the Indenture with funds in the aggregate amount not exceeding the aggregate Net Cash Proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes Eurodollar Rate then in effect, plus accrued and unpaid interestinterest and Liquidated Damages, if any, any thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect ); provided, however, that, after giving effect to any such redemption, : (1) at least 65% of the original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) remains outstanding and (2) any such redemption by the Company shall notify the Trustee must be made within 90 days of the Applicable Premium related Equity Offering and must be made in accordance with respect certain procedures set forth in the Indenture. Any notice of such redemption may be given prior to the Notes promptly after completion of the calculation related Equity Offering, and the Trustee shall not be responsible for any such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) notice may, at the Company’s discretion, be given prior subject to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in including but not limited to the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment completion of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Personrelated Equity Offering.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July On or after August 15, 20242017, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company Issuers may redeem all or a part portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12twelve-month period beginning on July August 15 of the years indicated below: YEAR Percentage 2024 102.625 2017 104.125 % 2025 101.313 2018 102.750 % 2026 2019 101.375 % 2020 and thereafter 100.000 % (cb) At any time and from time to time prior to July August 15, 20242017, the Company mayIssuers 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 at a redemption price of 105.500% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on 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: (1) 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 such redemption (excluding any Notes held by the Parent and its optionSubsidiaries); and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to August 15, 2017, the Issuers may redeem all or a portion part of the Notes at a redemption price equal to 100% of the sum of: (1) the principal amount thereof plus thereof, plus (2) the Applicable Make Whole Premium with respect to at the Notes plus redemption date, plus (3) accrued and unpaid interest, if any, thereon 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 an interest payment date that is on or prior to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with The Notes may also be redeemed, as a transaction (or series of related transactions) that constitute a whole, following certain Change of Control Triggering Event) mayOffers, at the Company’s discretion, be given prior redemption price and subject to the completion of such transaction and may be subject conditions set forth in Section 5.15(6). (e) Any redemption pursuant to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions this Section 4.07 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSection 4.01 through Section 4.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d)stated below, the Notes will Issuer may not be redeemable redeem the Notes. The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after April 1, 2017, at the Company’s option prior to July 15following redemption prices, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% expressed as percentages of the principal amount thereof, if redeemed during the twelve-month period commencing on April 1 of any year set forth below, plus any accrued and unpaid interestinterest on the principal amount of the Notes, if any, to the date of redemption: 2017 102.625 % 2018 101.313 % 2019 and thereafter 100.000 % provided, however, that the Issuer shall not have the right to exercise any such optional redemption dateat any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to April 1, with funds 2017, the Issuer will have the right, at its option, to redeem any of the Notes, in an amount whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the net cash proceeds greater of one or more Equity Offerings by the Company, provided that: (i1) at least 60100% of the principal amount of such Notes issued under this Indenture and (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii2) the redemption occurs within 90 days sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the closing Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such Equity Offering. (btwelve 30-day months) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices Bund Rate (expressed as percentages of principal amountdefined below) set forth below plus 50 basis points, plus, in each case any accrued and unpaid interestinterest on the principal amount of the Notes, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 date of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, provided, however, that the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions Issuer shall not have been satisfied by the right to exercise any such optional redemption or purchase date, or by at any time when the redemption or purchase date so delayed. In addition, Issuer is prohibited from having such an option under the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonFacilities Agreement.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July March 15, 20242027, the Company TransMontaigne Partners may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) issued under this Indenture, upon prior notice in accordance with Section 3.03 hereof, at a redemption price of 105.250108.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the redemption dateright of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), with funds in an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings by the Company, TransMontaigne Partners; provided that: (i1) at least 6050% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (including any Additional Notesexcluding Notes held by TransMontaigne Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries)redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) On Except pursuant to the preceding paragraph and after July subsections (d) and (e) of this Section 3.07, the Notes will not be redeemable at TransMontaigne Partners’ option prior to March 15, 20242027. (c) On or after March 15, the Company 2027, TransMontaigne Partners may redeem all or a part of the Notes Notes, upon prior notice in accordance with Section 3.02 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to but excluding, the applicable redemption dateRedemption Date, if redeemed during the 12twelve-month period beginning on July March 15 of the years each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date: YEAR Percentage 2024 102.625 2027 104.250 % 2025 101.313 2028 102.125 % 2026 2029 and thereafter 100.000 % (cd) At any time and from time to time prior to July March 15, 20242027, the Company may, at its option, TransMontaigne Partners may also redeem all or a portion part of the Notes Notes, upon prior notice in accordance with Section 3.02 hereof, at a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium with respect to the Notes plus as of, and accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption (the “Redemption Date”), subject to the redemption daterights of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date. Notice of such redemption The notice need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any redemption pursuant to this Section 3.07(d), TransMontaigne Partners will (i) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption Date and (ii) prior to such redemptionRedemption Date, the Company shall notify file with the Trustee of an Officer’s Certificate setting forth the Applicable Premium with respect to and the Notes promptly after Treasury Rate and showing the calculation and the of each in reasonable detail. The Trustee shall not be responsible for any such calculation. (de) Notice of At any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or time, in connection with a transaction any tender offer or other offer to purchase the Notes (or series of related transactions) that constitute including pursuant to a Change of Control Triggering Event) mayOffer or Asset Sale Offer), at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but if not limited to, completion less than 90.0% in aggregate principal amount of the related Equity Offeringoutstanding Notes are purchased by TransMontaigne Partners, debt incurrence or or, in the case of a Change of Control Triggering Event. In additionOffer, any third party purchasing or acquiring notes in lieu of TransMontaigne Partners, TransMontaigne Partners or such third party will have the right, upon notice as described under Section 3.02 to redeem the Notes that remain outstanding following such purchase at the price paid to Holders in such purchase, plus accrued and unpaid interest thereon, if such redemption or purchase is any, to, but excluding, the applicable Redemption Date (subject to satisfaction the right of one Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or more conditions precedent, such notice on the Redemption Date). (f) Any redemption pursuant to this Section 3.07 shall state that, be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) Unless TransMontaigne Partners defaults in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption price, interest will cease to accrue on the Notes or purchase price and performance of portions thereof called for redemption on the Company’s obligations with respect to such redemption or purchase may be performed by another Personapplicable Redemption Date.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15April 1, 20242018, the Company may Issuers may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250106.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the redemption dateright 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 funds in an amount equal to not greater than the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, provided that: (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of Sunoco LP and its Subsidiaries); and (ii) the redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. (b) On and after July 15April 1, 20242018, the Company may Issuers may, on one or more occasions, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below: 2018 104.781 % 2019 103.188 % 2020 101.594 % 2021 and thereafter 100.000 % (c) Prior to April 1, 2018, the Issuers may, on one or more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record on the Notes redeemed, relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationRedemption Date). (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July May 15, 20242022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July 15, 2024, the Company Issuer may redeem all or a part of the Notes at the redemption prices (expressed Notes, upon such notice as percentages of principal amount) set forth below plus accrued and unpaid interestdescribed under Section 3.03 hereof, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium with respect as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after May 15, 2022, the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest, if any, thereon to, but not including, the applicable Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2022 103.125 % 2023 101.563 % 2024 and thereafter 100.000 % (c) Prior to May 15, 2022, the Issuer may, at its option, on one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption date. Notice price equal to 106.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to but not including, the applicable Redemption Date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by the Issuer from one or more Equity Offerings; provided that (a) at least 50% of the sum of the aggregate principal amount of the Initial Notes and any Additional Notes (other than Initial Notes or Additional Notes held by the Issuer or any of its Affiliates) remains outstanding immediately after the occurrence of each such redemption need not set forth the Applicable Premium but only the manner of calculation and (b) each such redemption occurs within 120 days of the redemption price. With respect to any date of closing of each such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculationEquity Offering. (d) Notice Any notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, may be given prior to the completion of redemption thereof, and any such transaction and may redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited towithout limitation, completion the consummation of the related Equity Offering, debt an incurrence or issuance of debt or equity or a Change of Control Triggering Eventor other corporate transaction. In addition, if 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 CompanyIssuer’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date as so delayed. In addition, the Company Issuer may provide in such notice that payment of the redemption or purchase price and performance of the CompanyIssuer’s obligations with respect to such redemption or purchase may be performed by another Person. (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. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and after July January 15, 20242025, the Company may may, at its option, upon notice as provided herein, on one or more occasions, redeem all or a part of the Notes Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, in respect thereof, on the Notes to be redeemed to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below (the “Prepayment Premium”): 2025 105.000 % 2026 102.000 % 2027 101.000 % 2028 and thereafter 100.000 % (b) The Company may, at its option, upon notice as provided herein, redeem up to an aggregate of $20.0 million principal amount of Notes on each of March 29, 2024, June 28, 2024, September 30, 2024 and December 31, 2024 at a price equal to 100% of the principal amount so redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedso redeemed to, but not including the redemption date (subject to the rights of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 %). (c) At any time and from time to time prior to July January 15, 20242025, the Company may, at its optionoption on one or more occasions, redeem all or a portion part of the Notes at a redemption price equal to 100the sum of: (1) 100.00% of the principal amount thereof plus thereof, plus (2) the Applicable Make-Whole Premium with respect to as of the Notes applicable redemption date, plus accrued and unpaid interest, if any, thereon in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation). (d) Notice of any Any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, pursuant to this Section 3.07 shall be given prior made pursuant to the completion provisions of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Except as described in this Section 3.07 under clauses (b), (c) and in Section 4.14(d)(d) below, the Notes will not be redeemable at the Company’s Issuers’ option prior to July 15, 2024. (a) At any time prior to July 15, 2024, before the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the maturity date of the closing of such Equity OfferingNotes. (b) On and after July 15, 2024, the Company may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any time and from time to time prior to July June 15, 20242022, the Company may, at its option, Issuers may redeem all or a portion part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount thereof of the Notes redeemed plus the Applicable Premium with respect as of, and accrued and unpaid interest to, but not including, the applicable date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) On or after June 15, 2022, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interestinterest to, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if any, thereon to redeemed during the redemption date. Notice 12-month period commencing on June 15 of such redemption need not the years set forth in the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Company shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation table below: Year Percentage 2022 103.813 % 2023 101.906 % 2025 and the Trustee shall not be responsible for such calculation.thereafter 100.000 % (d) Notice of Notwithstanding the foregoing, at any redemption time and from time to time on or purchase prior to June 15, 2022, the Issuers may redeem in the aggregate up to 40% of the notes original aggregate principal amount of the Notes (including upon an calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 107.625%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% 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; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering or debt incurrence or in connection with a transaction is consummated upon not less than 30 nor more than 60 days’ notice mailed (or series electronically transmitted) to each Holder of related transactionsNotes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. (e) that constitute a Change of Control Triggering Event) Any redemption notice may, at the Company’s Issuers’ discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, including completion of the related an Equity Offering, debt incurrence Offering or Change of Control Triggering Event. In addition, if such other corporate transaction. (f) Any redemption or purchase is subject pursuant to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions this paragraph 5 shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in made pursuant to the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment provisions of Sections 3.01 through 3.06 of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another PersonIndenture.