Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Prior to June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to June 1, 2025, the Issuer may, at its option and at any time, redeem all 2017. On or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 20252017, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.2502017 103.313 % 2026 2018 101.656 % 2019 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to June 1, 20252016, the Issuer may, at its option and at any time, Issuers may on one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture at a redemption price equal to 110.500of 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings Offerings, provided that: (within 180 days of the consummation of each such Equity Offering); provided that 1) at least 60.065% of the aggregate principal amount of Notes (including any Additional Notes) originally issued under this Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (dc) The Issuer mayPrior to June 1, at its option and at any time2017, the Issuers may redeem all or part of the Notes at 101.0a redemption price equal to the sum of: (1) 100% of the aggregate principal amount thereof, plus plus (2) accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15(f). (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior At any time prior to June May 1, 20252015, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, upon notice as described in under Section 3.03, at a redemption price equal to 100.0100% 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, excluding the date of redemption (any applicable date of redemption (hereunder, the “Redemption Date”), subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June May 1, 20252015, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, in whole or in part, upon notice as described in under Section 3.03, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, 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 twelve12-month period beginning on June May 1 of each of the years indicated below: 2025 105.2502015 105.375 % 2026 2016 102.688 % 2017 and thereafter 100.000100.000 % (c) In addition, at any time prior to June Until May 1, 20252014, the Issuer may, at its option and at any timeoption, upon notice as described under Section 3.03, on one or more occasions, redeem up to 40.035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.500110.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that (a) at least $165 million in aggregate principal amount of Notes issued under this Indenture (including any Exchange Notes issued in exchange therefor) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 90 days of the consummation date of closing of each such Equity Offering); provided that at least 60.0. (d) During each 12-month period, commencing with the 12-month period from the Issue Date to May 1, 2012, to and including the 12-month period from May 1, 2014 to May 1, 2015, the Issuer will be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued interest thereon, 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 relevant Interest Payment Date; provided that at least $165 million in aggregate principal amount of Notes issued under this Indenture (including any Exchange Notes issued in exchange therefor) remains outstanding immediately after the occurrence of each such redemption. (de) The Issuer mayNotice of any redemption upon any Equity Offering or other securities offering or financing, at its option and at any time, redeem the Notes at 101.0% or in connection with a transaction (or series of the aggregate principal amount thereof, 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, following the consummation of related transactions) that constitutes a Change of Control if may, at least 90.0% the Issuer’s discretion, be given prior to the completion thereof and be subject to one or more conditions precedent, including, but not limited to, completion of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such related Equity Offering, securities offering, financing or Change of Control. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Optional Redemption. (a) Prior to June On or after April 1, 20252016, the Issuer mayCompany may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of the principal amount), set forth below plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below: 2016 103.563 % 2017 102.375 % 2018 101.188 % 2019 and thereafter 100.000 % (b) In addition, at its option any time and from time to time prior to April 1, 2014, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 107.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date); provided that this redemption provision shall not be applicable with respect to any timetransaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under the Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 60 days after the closing of the related Equity Offering and must complete such redemption within 90 days of the closing of the Equity Offering. (c) At any time prior to April 1, 2016, the Company may also redeem all or a part of the Notes, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the right rights of Holders of record on the relevant Record Date record dates to receive interest due on the relevant an Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior With respect to the 2019 Notes: (1) At any time, prior to June 1, 20252014, the Issuer maymay on any one or more occasions redeem up to 35% of the aggregate principal amount of 2019 Notes issued under this Indenture (including any additional 2019 Notes issued after the issue date) at a redemption price of 106.000% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (A) at least 65% of the aggregate principal amount of 2019 Notes issued under this Indenture (excluding 2019 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) Except pursuant to the preceding paragraph or as otherwise set forth below, the 2019 Notes will not be redeemable at the Issuer’s option and at any timeprior to June 1, 2014; provided, however, the Issuer may acquire the 2019 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. (3) On or after June 1, 2014, the Issuer may redeem all or a part of the 2019 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2019 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of holders of 2019 Notes on the relevant record date to receive interest on the relevant interest payment date: 2014 103.000 % 2015 101.500 % 2016 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date. (4) At any time, prior to June 1, 2014, the Issuer may also redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days’ prior notice as described in Section 3.03mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100.0100% of the principal amount of 2019 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right rights of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of 2019 Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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. (b) With respect to the 2021 Notes: (1) At any time, following prior to June 1, 2016, the consummation of a Change of Control if at least 90.0Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2021 Notes issued under this Indenture (including any additional 2021 Notes issued after the issue date) at a redemption price of 106.250% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (A) at least 65% of the aggregate principal amount of 2021 Notes issued under this Indenture (excluding 2021 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) Except pursuant to the preceding paragraph or as otherwise set forth below, the 2021 Notes will not be redeemable at the Issuer’s option prior to such date of purchase are purchased June 1, 2016; provided, however, the Issuer may acquire the 2021 Notes by means other than a redemption, whether pursuant to a Change tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of Control Offer with respect this Indenture. (3) On or after June 1, 2016, the Issuer may redeem all or a part of the 2021 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2021 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to such Change the rights of Controlholders of 2021 Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.125 % 2017 102.083 % 2018 101.042 % 2019 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2021 Notes or portions thereof called for redemption on the applicable redemption date. (4) At any time prior to June 1, 2016, the Issuer may also redeem all or a part of the 2021 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 2021 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the Redemption Date, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior to June On or after October 1, 20252015, the Issuer mayCompany may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of the principal amount), set forth below plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on October 1 of the years indicated below: 2015 103.688 % 2016 102.458 % 2017 101.229 % 2018 and thereafter 100.0 % (b) In addition, at its option any time and from time to time prior to October 1, 2013, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 107.375% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date); provided that this redemption provision shall not be applicable with respect to any timetransaction that results in a Change of Control. At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under the Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 60 days after the closing of the related Equity Offering and must complete such redemption within 90 days of the closing of the Equity Offering. (c) At any time prior to October 1, 2015, the Company may also redeem all or a part of the Notes, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the right rights of Holders of record on the relevant Record Date record dates to receive interest due on the relevant an Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to June redeem the Notes pursuant to this Section 3.07 prior to May 1, 20252015. On or after May 1, 2015, the Issuer mayIssuers shall have the option on any one or more occasions to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 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: YEAR PERCENTAGE 2015 104.688 % 2016 102.344 % 2017 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to May 1, 2014, the Issuers may on 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 109.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), with 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 each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to May 1, 2015, 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) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15(6). (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to June 1, 20252017. On or after June 1, 2017, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.2502017 103.313 % 2026 2018 101.656 % 2019 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of subparagraph (a)of this Paragraph 5, at any time prior to June 1, 20252016, the Issuer may, at its option and at Issuers may on any time, one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price equal to 110.500of 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, thereon to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to June 1, 2017, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to 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), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(f) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to May 1, 20252015. On or after May 1, 2015, the Issuer mayIssuers shall have the option on any one or more occasions to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 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: YEAR PERCENTAGE 2015 104.688 % 2016 102.344 % 2017 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 1, 2014, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 109.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to May 1, 2015, the Issuers may on any one or more occasions redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(6) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior to June 1, 2025, The Company may redeem the Issuer mayNotes, at its option and option, in whole at any time, redeem all time or a in part of from time to time (the Notes, upon notice as described in Section 3.03“Make-Whole Redemption”), at a redemption price equal to 100.0the greater of: (1) 100% of the principal amount of the Notes redeemed plus to be redeemed, and (2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Premium as ofTreasury Rate on such Make-Whole Redemption Date plus 0.50%, and in each case, plus accrued and unpaid interest, if any, to, but not including, to the applicable date of redemption (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 Datedate. (b) From and after June Notwithstanding the foregoing, on or prior to September 1, 20252007, the Issuer Company, on one or more occasions, may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any timeoption, redeem up to 40.035% of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 110.500106.250% of the aggregate their principal amount thereofamount, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in each case with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the consummation Company or are used to subscribe from the Company shares of each such Equity Offering)Qualified Capital Stock of the Company; provided that (1) at least 60.065% of the in aggregate principal amount of the Notes remains (including Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemption. redemption and (d2) The Issuer may, at its option and at any time, redeem the Notes at 101.0% such redemption occurs within 90 days of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to closing of any such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlEquity Offering.

Optional Redemption. (a) Prior to June On and after March 1, 20252019, the Issuer may, at its option and at any time, Company may redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all whole or a part of the Notes, upon notice as described in Section 3.03part, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation twelve-month period beginning on March 1 of a Change each of Control if at least 90.0the years set forth below. Year Percentage 2019 106.000 % 2020 103.000 % 2021 and thereafter 100.000 % (i) Prior to March 1, 2019, the Company may redeem up to 40% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture at a redemption price of 112.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 60% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture remain outstanding prior immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (3) the redemption occurs within 90 days of such Equity Offering. (j) Prior to such March 1, 2019, the Company may redeem the Notes, in whole or in part, 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 to, the redemption date (subject to the right of purchase are purchased Holders on the relevant record date to receive interest due on the relevant interest payment date). (k) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through 3.06.

Optional Redemption. (a) Prior At any time prior to June August 1, 20252016, the Issuer may, at its option and at may on any time, one or more occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03, aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes issued after the Issue Date) at a redemption price equal to 100.0of 107.500% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (A) at least 65% of the aggregate principal amount of the Notes redeemed issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. In addition, the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after August 1, 2016, at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 regular record date to receive interest due on the relevant an interest payment date), following if redeemed during the consummation of 12-month period beginning on: August 1, 2016 105.625 % August 1, 2017 103.750 % August 1, 2018 101.875 % August 1, 2019 and thereafter 100.000 % In addition, the Notes will be redeemable in whole at any time or in part from time to time prior to August 1, 2016, at the Issuer’s option, at a Change of Control if at least 90.0redemption price equal to the greater of, as determined by the Issuer: (1) 100% of the principal amount of the Notes then outstanding prior to be redeemed; or (2) the sum of the present value of the redemption price of the Notes for the 12-month period beginning on August 1, 2016 appearing in the table above plus all remaining scheduled payments of interest on the Notes to be redeemed through August 1, 2016 (not including any portion of such payments of interest accrued to the date of purchase are purchased redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 50 basis points. In each case, accrued and unpaid interest on the principal amount of Notes being redeemed will be payable to the redemption date. Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. Any redemption pursuant to a Change Section 3.07 of Control Offer with respect the Indenture shall be made pursuant to such Change the provisions of ControlSections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to June 1, 20252017. On or after June 1, 2017, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.2502017 103.313 % 2026 2018 101.656 % 2019 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 20252016, the Issuer may, at its option and at Issuers may on any time, one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price equal to 110.500of 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, thereon to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to June 1, 2017, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to 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), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(f) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to [ ], at its 2012. On or after [ ], 2012, the Issuers shall have the option and at any time, to redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all whole or a part of the Notesin part, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ notice, at the applicable redemption prices (expressed as percentages of the principal amount on of the Redemption DateNotes) set forth below, below plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-month period beginning on June 1 of each [ ] of the years indicated below: 2025 105.250Year Percentage 2012 106.75 % 2026 2013 103.375 % 2014 101.6875 % 2015 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to June 1[ ], 20252012, the Issuer Issuers may, at its option and at on any timeone or more occasions, redeem up to 40.035% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) issued under this Indenture on a pro rata basis (or nearly as pro rata as practicable) at a redemption price equal to 110.500of 113.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under this Indenture must remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) the redemption must occur within 60 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to [ ], 2012, the Notes may be redeemed, in whole or in part, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest thereonand Special Interest, if any, to, but not including, the applicable Redemption Dateredemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased Interest Payment Date. Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through 3.06.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to August 1, 20252016. On or after August 1, 2016, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on August 1 of a Change the years indicated below: YEAR PERCENTAGE 2016 103.438% 2017 102.292% 2018 101.146% 2019 and thereafter 100.000% (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to August 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 150 days of the date of purchase are purchased pursuant to the closing of each such Equity Offering. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer with respect to such and the Company (or the third party making the Change of ControlControl Offer in lieu of the Company) purchases all of the Notes held by such Holders, the Issuers will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described below to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

Optional Redemption. (a) Prior to June 1Except as set forth in clauses (b), 2025(d) and (e) of this Section 5, in clauses (b), (d) and (e) of Section 3.07 of the Indenture and Section 13.02 of the Indenture, the Issuer mayNotes will not be redeemable at the Issuers’ option prior to July 15, at its option and at 2018. (b) At any timetime prior to July 15, 2018, the Issuers may on one or more occasions redeem all or a part of the Notes, upon notice as described in accordance with Section 3.033.03 of the Indenture, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed redeemed, plus (B) the Applicable Premium as ofof the Redemption Date, and plus (C) accrued and unpaid interestinterest and Additional Interest, if any, to, but not includingexcluding, the applicable date of redemption (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. (bc) From On and after June 1July 15, 20252018, the Issuer may, at its option and at any time, Issuers may redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to, but not includingexcluding, 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 June 1 July 15 of each of the years indicated below: 2025 105.2502018 103.063 % 2026 2019 101.531 % 2020 and thereafter 100.000100.000 % (cd) In additionPrior to July 15, at any time prior to June 1, 20252018, the Issuer Issuers may, at its option their option, and at any timeon one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.500106.125% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not includingexcluding, the applicable 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, with the net cash proceeds (other than Otherwise Applied Proceeds) of received by the Issuer from one or more Equity Offerings (within 180 days or a contribution to the Issuer’s common equity capital made with the net cash proceeds of the consummation of each such an Equity Offering); provided provided, that (A) at least 60.050.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (de) The Issuer mayIn connection with any tender offer for the Notes, at its option and at any time, redeem the Notes at 101.0if Holders of not less than 90% of the in aggregate principal amount thereofof the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, plus or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereoninterest, if any, thereon, to, but not excluding, the purchase date. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the applicable Redemption Daterelated Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the right of Holders of record on Issuers’ discretion, the relevant record redemption date to receive interest due on may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the relevant interest payment event that any or all such conditions shall not have been satisfied by the redemption date, following or by the consummation of a Change of Control if at least 90.0% redemption date so delayed. In addition, the Issuers may provide in such notice that payment of the Notes outstanding prior to such date redemption price and performance of purchase are purchased pursuant to a Change of Control Offer the Issuers’ obligations with respect to such Change of Controlredemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to February 1, 20252014. On or after February 1, 2014, the Issuer mayIssuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at its option the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2014 104.000 % 2015 102.000 % 2016 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest shall 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 timetime on or prior to February 1, 2013, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued after the Issue Date) at a redemption price of 108.000% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including the redemption date, with the net cash proceeds of one or more Equity Offerings (1) by the Issuers or (2) by any direct or indirect parent of VHS Holdco II, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of VHS Holdco II or used to purchase Capital Stock (other than Disqualified Stock) of VHS Holdco II from it; provided that (1) at least 65% in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by the Issuers and their subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) that such redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) At any time prior to February 1, 2014, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice as described in Section 3.03mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”)redemption, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to May 15, at its 2013. On or after May 15, 2013, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), following if redeemed during the consummation twelve-month period beginning on May 15 of a Change the years indicated below: YEAR PERCENTAGE 2013 105.875 % 2014 102.938 % 2015 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if clause (a) of this Section 3.07, at least 90.0any time prior to May 15, 2011, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under this Indenture at a redemption price of 111.750% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Interest, if any, thereon 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 such date the redemption date), with the net cash proceeds of purchase are purchased pursuant to a Change of Control Offer one or more Equity Offerings, provided that, with respect to each such Change redemption: (1) at least 65% of Controlthe 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 Company and its Subsidiaries); and (2) such redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Prior to May 15, 2013, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. Except as set forth in subparagraphs (a) Prior to June and (c) below, the Notes are not redeemable before November 1, 20252013. (a) At any time prior to November 1, 2013, the Issuer may, at its option and at any time, may redeem all or a part of the Notes (which includes Additional Notes, upon notice as described in Section 3.03if any), at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) From and On or after June November 1, 20252013, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, Date (subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation twelve-month period beginning on November 1 of a Change the years indicated below: 2013 104.375 % 2014 102.188 % 2015 and thereafter 100.000 % (c) Notwithstanding the provisions of Control if subparagraphs (a) and (b) of this Section 3.07, at least 90.0any time on or prior to November 1, 2012, the Issuer may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this First Supplemental Indenture (which includes the Additional Notes, if any) at a redemption price of 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, with the Net Cash Proceeds of one or more Equity Offerings; provided, that: (1) at least 65% of the aggregate principal amount of Notes issued under this First Supplemental Indenture (which includes the Additional Notes, if any) remains outstanding prior to immediately after the occurrence of such redemption (excluding Notes held, by the Issuer and its Subsidiaries); and (2) the redemption must occur within 90 days of the date of purchase are purchased the closing of such Equity Offering. (d) Any prepayment pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSections 3.01 through 3.06.

Optional Redemption. (a) Prior At any time prior to June August 1, 20252027, the Issuer mayis entitled, at its option and at on any timeone or more occasions, to redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest on the Notes being redeemed to, but not includingexcluding, the applicable date of redemption Redemption Date (the “Redemption Date”), subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date as provided in Section 3.07(g) falling on or prior to such Redemption Date). Promptly after the determination thereof, the Issuer shall give the Trustee written notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) From and after June At any time prior to August 1, 20252027, the Issuer mayis entitled, at its option and at on any timeone or more occasions, to redeem all or a part up to 40% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, upon notice as described in Section 3.03, if any) at a redemption price equal to 106.375% of the redemption prices (expressed as percentages of principal amount on of the Redemption Date) set forth below, Notes being redeemed plus accrued and unpaid interest thereonon the Notes being redeemed, if any, to, but not includingexcluding, the applicable Redemption Date, Date (subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning Date falling on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time or prior to June such Redemption Date as provided in Section 3.07(g)) using cash in an amount not to exceed the net cash proceeds of one or more Equity Offerings; provided that: (1, 2025, the Issuer may, ) at its option and at any time, redeem up to 40.0least 60% of the aggregate principal amount of the Notes at a issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption price equal to 110.500% (other than Notes held, directly or indirectly, by the Issuer or Affiliates of the aggregate Issuer); and (2) such redemption occurs prior to the date that is 180 days after the date of the closing of such Equity Offering. (c) Except pursuant to Section 3.07(a), (b) or (g), the Notes shall not be redeemable at the Issuer’s option prior to August 1, 2027. (d) On or after August 1, 2027, the Issuer is entitled, on any one or more occasions, to redeem all or a part of the Notes, at the redemption prices (expressed as percentages of the principal amount thereof, of the Notes being redeemed) set forth below plus accrued and unpaid interest thereonon the Notes being redeemed, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right rights of Holders of record of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment DateDate falling on or prior to such Redemption Date as provided in Section 3.07(g)), if redeemed during the twelve month period beginning on August 1 of each of the years indicated below: 2027 103.188 % 2028 101.594 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made in accordance with Sections 3.01 through 3.06. In no event shall the net proceeds Trustee have any obligation to or be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. (other than Otherwise Applied Proceedsf) Notice of any redemption or purchase of Notes may, at the Issuer’s discretion, be subject to one or more conditions precedent. If such redemption or purchase is subject to satisfaction of one or more Equity Offerings conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (within 180 including more than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall have been satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or the purchase date, or by the Redemption Date or purchase date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the consummation Issuer any or all of each such Equity Offering); provided conditions will not be satisfied. In addition, the Issuer may provide in such notice that at least 60.0% payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person. In no event shall the Trustee have any obligation to or be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed or have any obligation to calculate or verify the calculation of the amount of the redemption price. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes remains validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or, at the Issuer’s election, such third party, will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding immediately after following such purchase at a redemption price equal to the occurrence of price offered to each other Holder in such redemptiontender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (dh) The Issuer mayIf the Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonto but excluding such Redemption Date shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, if any, to, but not including, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the applicable Issuer on such 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (ai) Prior to June 1Except as set forth in Sections 3.07(a)(ii), 2025(a)(iii) and (a)(iv), the Issuer mayNotes may not be redeemed at the option of the Company. (ii) At any time and from time to time prior to October 15, at its option and at any time2024, redeem all the Company may redeem, on one or more occasions, up to a part maximum of 35% of the original aggregate principal amount of the Notes, upon notice as described in Section 3.03calculated after giving effect to any issuance of Additional Notes, with the Net Cash Proceeds of one or more Qualified Equity Offerings at a redemption price equal to 100.0104.375% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject thereon to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Dateredemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date; provided, following the consummation of a Change of Control if however, that after giving effect to any such redemption: (A) at least 90.065% of the Notes original aggregate principal amount of the Notes, calculated after giving effect to any issuance of Additional Notes, remains outstanding immediately after such redemption; and (B) any such redemption by the Company must be made within 90 days of such Qualified Equity Offering and must be made in accordance with the procedures set forth in this Indenture. (iii) At any time and from time to time prior to such October 15, 2024, the Company may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of purchase are purchased redemption, plus (iii) accrued and unpaid interest to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. (iv) At any time and from time to time on or after October 15, 2024, the Company may redeem the Notes, in whole or in part, at once or over time, at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve‑month period commencing on October 15 of the years set forth below: 2024 102.188% 2025 101.458% 2026 100.729% 2027 and thereafter 100.000% (b) Any redemption pursuant to a Change this Section 3.07 shall be made in accordance with the provisions of Control Offer with respect to such Change of ControlSections 3.01 through Section 3.06.

Optional Redemption. (a) Prior Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not have the option to June redeem the Notes pursuant to this Section 3.07 prior to October 1, 20252014. On or after October 1, 2014, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-month period beginning on June October 1 of each of the years indicated below: 2025 105.2502014 103.500% 2026 and thereafter 2015 101.750% 2016 100.000% (cb) In additionNotwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to June October 1, 20252013, the Issuer may, at its option and at any time, Issuers may on one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture at a redemption price equal to 110.500of 107.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, 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 Dateredemption date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings Offerings, provided that: (within 180 days of the consummation of each such Equity Offering); provided that 1) at least 60.065% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 150 days of the date of the closing of each such Equity Offering. (c) The Issuers shall have the right to redeem the Notes in accordance with the terms, and subject to the conditions, set forth in Section 4.15(7) hereof. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject Any redemption pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior to June Except as set forth in subparagraph (b) or (c) of this Paragraph 5, on or after May 1, 20252012, the Issuer may, at its option and at any time, may redeem all or a part of the NotesCash Pay Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Cash Pay Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to the rights of holders of Cash Pay Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2012 104.438 % 2013 102.958 % 2014 101.479 % 2015 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 1, 2010, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Cash Pay Notes issued under the indenture at a redemption price of 108.875% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the equity capital of the Issuer (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the Issuer (in each case, other than Excluded Contributions); provided that: (1) at least 65% of the aggregate principal amount of Cash Pay Notes originally issued under the Indenture (excluding Cash Pay Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) Before May 1, 2012, the Issuer may also redeem all or any portion of the Cash Pay Notes upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable date of redemption (a “Make-Whole Cash Pay Notes Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering”); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior to June 1Except as set forth in clauses (b), 2025(c) and (d) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to December 15, at its option and at any time2018. On or after December 15, 2018, the Issuers may on one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: YEAR PERCENTAGE 2018 104.250 % 2019 102.125 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to December 15, 2018, the Issuers may on 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 108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), 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 each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to December 15, 2018, 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) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15. (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior At any time prior to June August 1, 20252021, the Issuer may, Issuers may at its their option and at any time, on one or more occasions redeem all or a part of the Notes, upon notice as described in under Section 3.03, 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100.0the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to, but not includingexcluding, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June At any time prior to August 1, 20252021, the Issuer Issuers may, at its their option and at any timeon one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 106.00% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all or a part of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to August 1, 2021. (e) On and after August 1, 2021, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice as described in accordance with Section 3.033.03 hereof, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, 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 June August 1 of in each of the years indicated below: 2025 105.2502021 103.00 % 2026 2022 102.00 % 2023 101.00 % 2024 and thereafter 100.000100.00 % (cf) Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06. (g) In additionaddition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time prior and from time to June 1time acquire Notes by means other than a redemption, 2025whether by tender offer, in the Issuer open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at its option and at any timethe Issuers’ discretion, redeem up be given prior to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of completion or the aggregate principal amount occurrence thereof, plus accrued and unpaid interest thereonany such redemption or notice may, if anyat the Issuers’ discretion, tobe subject to one or more conditions precedent, including, but not includinglimited to, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one completion or more Equity Offerings (within 180 days occurrence of the consummation of each such Equity Offering); provided that at least 60.0% of related transaction or event, as the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemptioncase may be. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior to June On and after February 1, 20252021, the Issuer mayIssuers may redeem the Notes at their option, in whole at any time or in part from time to time, at its option and at any timethe following redemption prices, redeem all or a part of the Notes, upon notice expressed as described in Section 3.03, at a redemption price equal to 100.0% percentages of the principal amount of Notes redeemed thereof, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 commencing on June February 1 of each of the years indicated any year set forth below: 2025 105.2502021 103.563 % 2026 2022 102.375 % 2023 101.188 % 2024 and thereafter 100.000100.000 % (cb) In addition, prior to February 1, 2021, the Issuers may redeem the Notes, at their option, in whole at any time prior or in part from time to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, toto the Make-Whole Redemption Date, but not includingplus the applicable Make-Whole Premium (a “Make-Whole Redemption”). The Issuers shall notify the Trustee of the Make-Whole Premium by delivering to the Trustee, on or before the applicable Redemption Date, subject an Officers’ Certificate showing the calculation thereof in reasonable detail, and the Trustee shall have no responsibility for verifying or otherwise for such calculation. (c) Notwithstanding the foregoing, on or prior to February 1, 2021, the Issuers, on one or more occasions, may, at their option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 104.750% of their principal amount, plus accrued and unpaid interest, if any, to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the consummation Crown Americas or are used to subscribe from Crown Americas’ shares of each such Equity Offering)its Qualified Capital Stock; provided that (1) at least 60.065% of the in aggregate principal amount of the Notes remains (including Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemptionredemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (d) The Issuer Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at its option and at any timethe Issuers’ discretion, redeem be subject to one or more conditions precedent described in the Notes at 101.0% of the aggregate principal amount thereofnotice relating to such redemption, plus accrued and unpaid interest thereon, if any, toincluding, but not includinglimited to, completion of the related Equity Offering. (e) In addition, the Issuers may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable Redemption Datesecurities laws, subject to so long as such acquisition does not otherwise violate the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% terms of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior At any time prior to June 125, 20252024, upon not less than ten nor more than 60 days’ prior notice delivered or mailed to each Holder or otherwise given in accordance with the procedures of the Depositary, the Issuer may, at its option and at any time, Company may redeem all or a part of the Notes, upon notice as described in Section 3.03, Notes at a redemption price equal to 100.0% of the aggregate principal amount of Notes redeemed thereof plus the Applicable Premium calculated as ofof the date notice of such redemption is delivered, and plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment DateDate falling on or prior to such redemption date). (b) From and after At any time prior to June 125, 20252024, the Issuer may, at its option and at Company may on any time, one or more occasions redeem all or a part up to 40% of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of aggregate principal amount on of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) with the Redemption Date) set forth belownet cash proceeds of one or more Equity Offerings at a redemption price of 107.54% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, 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 falling on or prior to such redemption date); provided that: (1) at least 50% of the aggregate principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after each such redemption unless all such Notes are redeemed concurrently; and (2) such redemption occurs within 180 days after the closing of such Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.01 or Section 4.14(e), the Notes will not be redeemable at the Company’s option prior to June 25, 2024. (d) On and after June 25, 2024, the Company may, at its option, redeem all or, from time to time, a part of the Notes upon not less than ten nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment DateDate falling on or prior to such redemption date), if redeemed during the twelve-month period beginning on June 1 of each 25, 2024 of the years indicated below: 2024 105.6550 % 2025 105.250103.770 % 2026 and thereafter 100.000101.885 % (ce) In addition, at any time prior Any redemption pursuant to June 1, 2025this Section 3.01 shall be made pursuant to the provisions of Section 3.03 hereof. (f) If the optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, towill be paid to the Person in whose name the Note is registered at the close of business, but not includingon such Regular Record Date. (g) Any redemption notice may, at the applicable Redemption DateCompany’s discretion, be subject to one or more conditions precedent. The redemption date of any redemption that is subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) satisfaction of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer conditions precedent may, at the Company’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its option discretion), or such redemption may not occur and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer notice with respect to such Change redemption may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of Controlthe redemption notice in such case). In addition, such notice of redemption may be extended, if such conditions shall not have been satisfied (or waived by the Company in its discretion) by providing notice to the Holders.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuer mayNotes shall not be redeemable at the option of the Company prior to January 15, at its option and at any time2009. Beginning on January 15, 2009, the Company may redeem all or a part of the Notes, upon notice as described at once or over time, in accordance with Section 3.033.03 hereof, at a the redemption price equal to 100.0% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon on the Notes redeemed, if any, to, but not including, to the applicable redemption date of redemption (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.), if redeemed during the twelve-month period commencing on January 15 of the years indicated below: 2009 103.438% 2010 102.292% 2011 101.146% 2012 and thereafter 100.000% (b) From At any time and after June 1from time to time prior to January 15, 20252007, the Issuer may, at its option and at any time, Company may on one or more occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03, aggregate principal amount of the Notes issued under this Indenture at the a redemption prices price (expressed as percentages a percentage of principal amount) equal to 106.875% of the principal amount on the Redemption Date) set forth belowthereof, plus accrued and unpaid interest thereon, if any, to, but not including, thereon to the applicable Redemption Date, 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) with the net cash proceeds of one or more Equity Offerings; provided, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% however, that (ci) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within 90 days of the date of closing of any such Equity Offering. (c) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a redemption price equal to 110.500100% of the aggregate principal amount thereof, 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 Dateredemption date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of any time that the aggregate principal amount of the Notes remains outstanding immediately after is greater than US$20.0 million, any Holder of the occurrence Notes may, to the extent that it does not adversely affect the Company's after-tax position, at its option, waive the Company's compliance with the provisions of each Section 4.20 hereof with respect to such redemptionHolder's Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder's Notes pursuant to this Section 3.07(c). (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject Any prepayment pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in clauses (b) to June 1, 2025(d) of this Section 3.07, the Issuer mayNotes shall not be redeemable at the option of the Company prior to January 15, at its option and at any time2016. Beginning on January 15, 2016, the Company may redeem all or a part of the Notes, upon notice as described at once or over time, in accordance with Section 3.033.03 hereof, at a the redemption price equal to 100.0% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon on the Notes redeemed, if any, to, but not including, to the applicable redemption date of redemption (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.), if redeemed during the twelve-month period commencing on January 15 of the years indicated below: 2016 103.688 % 2017 102.458 % 2018 101.229 % 2019 and thereafter 100.000 % (b) From At any time and after June 1from time to time prior to January 15, 20252014, the Issuer may, at its option and at any time, Company may on one or more occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03, aggregate principal amount of the Notes issued under this Indenture at the a redemption prices price (expressed as percentages a percentage of principal amount) equal to 107.375% of the principal amount on the Redemption Date) set forth belowthereof, plus accrued and unpaid interest thereon, if any, to, but not including, thereon to the applicable Redemption Date, 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) with the net cash proceeds of one or more Equity Offerings; provided, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% however, that (ci) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption shall be made within 90 days of the date of closing of any such Equity Offering. (c) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a redemption price equal to 110.500100% of the aggregate principal amount thereof, 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 Dateredemption date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 hereof with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder’s Notes pursuant to this Section 3.07(c). (d) Prior to January 15, 2016, the Company may redeem the Notes, in whole or in part, at the make-whole price which is equal to the greater of (a) the Canada Yield Price and (b) 101% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of redeemed, plus, in each such redemption. (d) The Issuer maycase, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, to and including the applicable Redemption Date, subject redemption date. (e) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to August 1, 20252016. On or after August 1, 2016, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on August 1 of a Change the years indicated below: YEAR PERCENTAGE 2016 103.438 % 2017 102.292 % 2018 101.146 % 2019 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to August 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 150 days of the date of purchase are purchased pursuant to the closing of each such Equity Offering. (c) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer with respect to such and the Company (or the third party making the Change of ControlControl Offer in lieu of the Company) purchases all of the Notes held by such Holders, the Issuers will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described below to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

Optional Redemption. (a) Prior Except as set forth in paragraphs 1203(b), (c) and (d) below, the Company shall not have the option to June redeem the Notes prior to September 1, 20252014. On or after September 1, 2014, at any time or from time to time, the Issuer may, at its option and at any time, Company may redeem all or a part of the Notes, Notes upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, below plus accrued and unpaid interest thereoninterest, if any, tothereon, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-month period beginning on June September 1 of each of the years indicated below: 2025 105.2502014 104.125 % 2026 and thereafter 100.0002015 102.063 % 2016 100.000 % (cb) In addition, at At any time prior to June September 1, 20252013, the Issuer may, at its option and at any time, Company may redeem up to 40.035% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price equal to 110.500of 108.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, to, but not including, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering)Offerings; provided that that (1) at least 60.065% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or its Affiliates); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 1, 2014, the Company may redeem all or a part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the date of redemption, plus accrued and unpaid interest, if any, to the date of redemption. (d) The Issuer mayNotes may be redeemed, as a whole, following certain Change of Control Offers pursuant to Section 1114, at its option the Redemption Price and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to conditions set forth in such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSection.

Optional Redemption. (a) Prior to June 1Except as set forth in clauses (b), 2025(c), (d) and (e) of this Section 3.07, the Issuer mayNotes shall not be redeemable at the option of the Company prior to February 15, at its option 2010. (b) Subject to compliance with Section 3.01 and at any timeSection 3.03 hereof, on or after February 15, 2010, the Company may redeem all or a part of the Notes, upon notice as described in Section 3.03at once or from time to time, at a the redemption price equal to 100.0% prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, tothereon on the Notes redeemed, but not including, to the applicable redemption date of redemption (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.), if redeemed during the twelve-month period commencing on February 15 of the years indicated below: 2010 104.938 % 2011 102.469 % 2012 and thereafter 100.000 % (bc) From Subject to compliance with Section 3.01 and after June 1Section 3.03 hereof, 2025at any time and from time to time prior to February 15, 2009, the Issuer Company may, at its option and at any timeoption, on one or more occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of aggregate principal amount on of the Redemption Date) set forth belowNotes issued under this Indenture at a redemption price equal to 109.875% of the principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, thereon to the applicable Redemption Date, 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) with the net cash proceeds of one or more Equity Offerings; provided, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% however, that (ci) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0least 65% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately after the occurrence of such redemption and (ii) any such redemption shall be made within 60 days of the date of closing of any such Equity Offering. (d) Subject to compliance with Section 3.01 and Section 3.03 hereof, at any time prior to , 2010, the Company may, at its option, redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 110.500the sum of (i) 100% of the aggregate principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and Additional Interest, if any, to the date of redemption. (e) Subject to compliance with Section 3.01 and Section 3.03 hereof, the Company may at any time, at its option, redeem in whole, but not in part, the Notes then outstanding at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the redemption date if it has become or would become obligated to pay any Additional Amounts or any Reimbursement Payments in respect of the Notes as a result of (i) any change in or amendment to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority, or (ii) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment in either case is publicly announced or is effective on or after the Issue Date (without regard to whether any Guarantor is or has been making any payments under the Notes prior 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, with the net proceeds (other than Otherwise Applied Proceeds) of one at or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each time such redemptionchange or amendment is announced or effective). (df) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject Any prepayment pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior At any time prior to June October 1, 20252020, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price of 104.875% of the principal amount, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding) the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding the Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to October 1, 2020, the 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: (1) 100% of the principal amount of the Notes to be redeemed; or (2) 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 pursuant to Sections 3.07(a), 3.07(b), 3.09, 3.10 and 4.10 hereof, the Notes shall not be redeemable at the Issuer’s option and at prior to October 1, 2020. (d) On or after October 1, 2020, the Issuer may on any time, one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereoninterest, if any, toon the Notes redeemed, to (but not including, excluding) the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on June October 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following : 2020 102.438 % 2021 101.219 % 2022 and thereafter 100.000 % Unless the consummation of a Change of Control if at least 90.0% Issuer defaults in the payment of the redemption price, interest shall cease to accrue on the Notes outstanding prior or portions thereof called for redemption on the applicable redemption date. (e) Any redemption set forth under Section 3.07(a), (b) or (d) hereof may, at the discretion of the Issuer, be subject to the satisfaction of one or more conditions precedent. If such redemption 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 Issuer’s discretion, the redemption 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 are purchased pursuant to a Change may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of Control Offer the redemption price and performance of the Issuer’s obligations with respect to such Change of Controlredemption may be performed by another Person.

Optional Redemption. (a) Prior At any time prior to June February 1, 20252022, the Issuer mayCompany may redeem the Notes, at its option and in whole or in part, at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03at its option, at a redemption price Redemption Price calculated by the Company equal to 100.0100% of the principal amount of the Notes being redeemed plus the Applicable Premium as ofof the Redemption Date, and plus accrued and unpaid interestinterest thereon and Special Interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June February 1, 20252022, the Issuer mayCompany may redeem the Notes, in whole or in part, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03option, at the redemption prices following Redemption Prices (expressed as percentages of the principal amount on the Redemption Date) set forth belowthereof), plus accrued and unpaid interest thereoninterest, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Redemption Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation 12-month period (or, in the case of a Change the period commencing on February 1, 2024 such 12-month period and thereafter) commencing on February 1 of Control if the years set forth below: 2022 103.125 % 2023 101.563 % 2024 and thereafter 100.000 % (c) At any time or from time to time prior to February 1, 2022, the Company, at least 90.0its option, may redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a Redemption Price equal to 106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including Special Interest, if any) thereon, if any, to the Redemption Date; provided that (1) at least 50% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding prior to immediately after the occurrence of such date redemption and (2) the redemption occurs within 180 days of purchase are purchased pursuant to a Change the closing of Control Offer with respect to any such Change of ControlQualified Equity Offering.

Optional Redemption. (a) Prior to June Except as set forth in subparagraph (b) or (c) of this Paragraph 5, on or after May 1, 20252012, the Issuer may, at its option and at any time, may redeem all or a part of the NotesCash Pay Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Cash Pay Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to the rights of holders of Cash Pay Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2012 104.438 % 2013 102.958 % 2014 101.479 % 2015 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 1, 2010, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Cash Pay Notes issued under the Indenture at a redemption price of 108.875% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the equity capital of the Issuer (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the Issuer (in each case, other than Excluded Contributions); provided that: (1) at least 65% of the aggregate principal amount of Cash Pay Notes originally issued under the Indenture (excluding Cash Pay Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) Before May 1, 2012, the Issuer may also redeem all or any portion of the Cash Pay Notes upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable date of redemption (a “Make-Whole Cash Pay Notes Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering”); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior The Notes shall not be redeemable prior to ------------------- June 115, 20251998. From and after June 15, 1998 to and including December 15, 1998, the Issuer may, at its option and Tranche A Notes shall be redeemable at any time, redeem all time in whole or a in part the option of the Notes, upon notice as described in Section 3.03, Company at a redemption price equal to 100.0paid in immediately available funds of 101 1/2% of the principal amount of Notes redeemed plus the Applicable Premium as ofthereof, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, Tranche B Notes shall be redeemable at any time prior to June 1, 2025, in whole or in part at the Issuer may, option of Company at its option and at any time, redeem up to 40.0a price paid in immediately available funds of 104 1/2% of the principal amount thereof, together in each case with accrued interest to the redemption date and the applicable fee set forth in subsection 2.4E. During the period from and including December 16, 1998 to and including June 15, 1999, the Tranche A Notes shall be redeemable at any time in whole or in part at the option of Company at a price paid in immediately available funds of 101% of the principal amount thereof and the Tranche B Notes shall be redeemable at any time in whole or in part at the option of Company at a price paid in immediately available funds at 103% of the principal amount thereof, together with accrued interest to the redemption date and the applicable fee set forth in subsection 2.4E. During the period from and including June 16, 1999 to and including November 15, 1999, the Tranche A Notes shall be redeemable at any time in whole or in part at the option of Company at price paid in immediately available funds of 100 1/2% of the principal amount thereof and the Tranche B Notes shall be redeemable at any time in whole or in part at the option of Company at a price paid in immediately available funds of 101 1/2% of the principal amount thereof, together with accrued interest to the redemption date and applicable fee set forth in subsection 2.4E. The Tranche A Notes and the Tranche B Notes shall be redeemable after November 15, 1999 at any time in whole or in part at the option of Company at a price paid in immediately available funds of 100% of the principal amount thereof, together with accrued interest thereon and the applicable fee set forth in subsection 2.4E. Company shall give Holders not less than thirty days prior written notice of a redemption pursuant to this subsection 2.5B (i) and shall not redeem Notes pursuant to this subsection 2.5B except in a minimum aggregate principal amount of Notes at a redemption price equal to 110.500% $5,000,000 and integral multiples of the aggregate principal amount $1,000,000 thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to December 15, at its 2018. On or after December 15, 2018, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), following if redeemed during the consummation twelve-month period beginning on December 15 of a Change the years indicated below: YEAR PERCENTAGE 2018 112.000% 2019 and thereafter 106.000% (b) Notwithstanding the provisions of Control if clause (a) of this Section 3.07, at least 90.0any time prior to December 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under this Indenture at a redemption price of 112.00% of the principal amount thereof, with an amount equal to or less than the net cash proceeds of one or more Equity Offerings, plus accrued and unpaid interest, if any, and Additional Interest, if any, thereon 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 such date of purchase are purchased pursuant to a Change of Control Offer the redemption date), provided that, with respect to each such Change redemption: (1) at least 65% of Controlthe 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 Company and its Subsidiaries); and (2) such redemption occurs within 180 days after the date of the closing of the related Equity Offering. (c) Prior to December 15, 2018, the Issuers may redeem on any one or more occasions all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus (3) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in Section 3.07(b), (c) and (d), the Issuers shall not have the option to June redeem the Notes pursuant to this Section 3.07 prior to December 1, 20252015. Thereafter, the Issuer may, at its Issuers shall have the option and at any time, to redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all whole or a part of the Notesin part, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes) set forth below, below plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-twelve month period beginning on June December 1 of each of the years indicated below: 2025 105.2502015 103.688% 2026 2016 101.844% 2017 and thereafter 100.000% (cb) In addition, at At any time prior to June December 1, 20252014, the Issuer may, at its option and at Issuers may on any time, one or more occasions redeem up to 40.035% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price equal to 110.500of 107.375% of the aggregate principal amount thereof, 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 Dateredemption date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering)Offerings; provided that that: (i) at least 60.065% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to December 1, 2015, the Issuers may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) The Issuer mayIn the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16, at its option and at any time, redeem the Notes at 101.0have purchased not less than 90% of the aggregate then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount thereof, of the Notes so redeemed plus accrued and unpaid interest thereon, if any, to, but not including, on the applicable Redemption Date, subject Notes so redeemed to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment redemption date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased . Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through 3.06.

Optional Redemption. (a) Prior At any time prior to June 115, 20252022, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes) at a redemption price of 105.500% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding the Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 60 days of the date of the closing of such Equity Offering. (b) At any time prior to June 15, 2022, the 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 and at prior to June 15, 2022. (d) On or after June 15, 2022, the Issuer may on any time, one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereoninterest, if any, toon the Notes redeemed, to (but not including, excluding) the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on June 1 of each 15 of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following : Unless the consummation of a Change of Control if at least 90.0% Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes outstanding prior or portions thereof called for redemption on the applicable redemption date. (e) Any redemption set forth under Section 3.07(a), (b) or (d) of the Indenture may, at the discretion of the Issuer, be subject to the satisfaction of one or more conditions precedent. If such redemption 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 Issuer’s discretion, the redemption 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 are purchased pursuant to a Change may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of Control Offer the redemption price and performance of the Issuer’s obligations with respect to such Change of Controlredemption may be performed by another Person.

Optional Redemption. (a) Prior At any time prior to June 1January 15, 20252023, the Issuer may, at its option and at any time, may on one or more occasions redeem all or a part of the Notes, upon notice as described in accordance with Section 3.033.03 hereof, at a redemption price equal to the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofof the Redemption Date, and plus (iii) accrued and unpaid interest, if any, to, but not including, to the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June 1January 15, 20252023, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.03, 3.03 hereof at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, thereon to, but not includingexcluding, 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 June 1 January 15 of each of the years indicated below: 2023 102.563 % 2024 101.281 % 2025 105.250% 2026 and thereafter 100.000100.000 % (c) In additionUntil January 15, at any time prior to June 1, 20252023, the Issuer may, at its option option, and at any timeon one or more occasions, redeem up to 40.040% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.500105.125% of the aggregate principal amount thereofof the Notes, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds (other than Otherwise Applied Proceeds) of received by it from one or more Equity Offerings (within 180 days or a contribution to the Issuer’s common equity capital made with the net cash proceeds of the consummation of each such a concurrent Equity Offering); provided provided, that (A) at least 60.050% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. In addition to any redemption pursuant to this Section 3.07, Parent or any of its Subsidiaries or Affiliates may at any time and from time to time purchase the Notes in the open market or otherwise. (d) The Issuer Except pursuant to any of clauses (a) through (c) of this Section 3.07 and as set forth in Section 4.14(f), the Notes will not be redeemable at the Issuer’s option prior to January 15, 2023. (e) 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, whether in connection with an Equity Offering, an incurrence of Indebtedness, a Change of Control or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at its option the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such corporate transaction. 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 Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of such Notes. (f) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium. (g) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest up to, but excluding, the Redemption Date will be paid to the Person in whose name the Note is registered at any timethe close of business on such Record Date, redeem and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. (h) 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. (i) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Asset Sale Offer and 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 calendar days’ prior notice, given not more than 30 days following such purchase pursuant to the Asset Sale Offer described in Section 4.10, to redeem all Notes that remain outstanding following such purchase at 101.0a price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonto but excluding the date of redemption. (j) To the extent that the provisions of any securities laws, if anyrules or regulations, toincluding Rule 14e-1 under the Exchange Act, but not includingconflict with the provisions of this Indenture, the applicable Redemption Date, subject Issuer shall not be deemed to have breached its obligations described in this Indenture by virtue of compliance therewith. The Issuer may rely on any no-action letters issued by the right SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. (k) If Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0not less than 90% in aggregate principal amount of the outstanding Notes outstanding prior to validly tender and do not withdraw such date of purchase are purchased pursuant to Notes in a Change of Control Offer with respect to such and the Issuer, or any third party making a Change of ControlControl Offer in lieu of the Issuer as described in Section 4.14, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right, upon not less than 20 Business Days’ nor more than 60 calendar days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.14, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Company shall not have the option to June redeem the Notes prior to March 1, 20252015. On or after March 1, 2015, the Issuer mayCompany shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 6, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on March 1 of the years indicated below: YEAR PERCENTAGE 2015 106.0 % 2016 103.0 % 2017 and thereafter 100.0 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 112.00% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided that, with respect to each such redemption, (i) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related Equity Offering. (c) Prior to March 1, 2015, the Company may redeem on any one or more occasions all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in the last paragraph of Section 4.15 of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to April 15, at its 2018. On or after April 15, 2018, the Issuers shall have the option and on any one or more occasions to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), following if redeemed during the consummation twelve-month period beginning on April 15 of a Change the years indicated below: YEAR PERCENTAGE 2018 105.813 % 2019 103.875 % 2020 101.938 % 2021 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if clause (a) of this Section 3.07, at least 90.0any time prior to April 15, 2018, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under this Indenture at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), 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 each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 180 days of the date of purchase are purchased the closing of each such Equity Offering. (c) Prior to April 15, 2018, 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) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior At any time prior to June August 1, 20252014, the Issuer Issuers may, at its option and at any timetheir option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in Section 3.033.03 hereof, 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, interest to, but not including, the applicable date of redemption (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) Until August 1, 2015, the Issuers may, at their option, on one or more occasions, redeem up to 100.0% of the aggregate principal amount of Notes (including the aggregate principal amount of Additional Notes and any PIK Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, upon notice provided as described in Section 3.03 hereof, at a redemption price equal to (i) prior to August 1, 2014, 102.000% of the aggregate principal amount thereof, and (ii) from August 1, 2014 to August 1, 2015, 101.000% of the aggregate principal amount thereof, in each case, plus accrued and unpaid interest thereon 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 each such redemption occurs within 120 days of the date of closing of each such Equity Offering; and provided, further, that proceeds in an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Company or any Restricted Subsidiary. (c) Except pursuant to Sections 3.07(a), (b) From and (e), the Notes will not be redeemable at the Issuers’ option before August 1, 2014. (d) On and after June August 1, 20252014, the Issuer Issuers may, at its option and at any timetheir option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in Section 3.033.03 hereof, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, thereon 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 June August 1 of each of the years indicated below: 2025 105.2502014 102.000 % 2026 2015 101.000 % 2016 and thereafter 100.000100.000 % (ce) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0If Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 110.500101.000% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (df) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject Any redemption pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior to June 1On or after February 15, 20252028, the Issuer mayIssuers shall have the option on any one or more occasions to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of each February 15 of the years indicated below: 2025 105.250YEAR PERCENTAGE 2028 104.875 % 2026 2029 102.438 % 2030 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to June 1February 15, 20252028, the Issuer may, at its option and at any time, Issuers may on one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.500of 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings Offerings, provided that: (within 180 days of the consummation of each such Equity Offering); provided that 1) at least 60.060% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to February 15, 2028, 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) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to 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), plus (3) the Make Whole Premium at the redemption date. (d) The Issuer mayNotes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at its option the redemption prices and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased conditions set forth in Section 4.15. (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to March 1, 20252011. On or after March 1, 2011, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on March 1 of a Change the years indicated below: YEAR PERCENTAGE 2011 104.0625 % 2012 102.7083 % 2013 101.3542 % 2014 and thereafter 100.0000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to March 1, 2009, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of purchase are purchased pursuant the closing of each such Equity Offering. (c) Prior to March 1, 2011, the Issuers may redeem all or part of the notes upon not less than 30 nor more than 60 days’ notice, at a Change redemption price equal to the sum of Control Offer with respect (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to such Change the redemption date (subject to the right of ControlHolders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date.

Optional Redemption. (a) Prior Except pursuant to June 1paragraphs (b), 2025(c) and (d) of this Section 5, the Issuer mayNotes will not be redeemable at the Company’s option prior to April 15, at its option and at any time2027. On or after April 15, 2027, the Company may redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as described percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on April 15 of 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: 2027 103.625 % 2028 101.813 % 2029 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to April 15, 2027, the Company may on any one or more occasions redeem, upon prior notice in accordance with Section 3.033.03 of the Indenture, up to 40% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 107.250% 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; provided that at least 60% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Company 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) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to April 15, 2027, the Company may also redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date, following date that is on prior to the consummation of a Change of Control if at least 90.0% Redemption Date. (d) The Company may also redeem the Notes as provided in Section 3.07(e) of the Notes outstanding prior Indenture, on the terms and subject to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Controlthe conditions set forth therein.

Optional Redemption. (a) Prior to On or after June 1, 20252013, the Issuer maymay redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at its option and at any timethe following redemption prices (expressed as a percentage of principal amount), redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, but not including, to the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From ), if redeemed during the 12-month period commencing on June 1 of the years set forth below: 2013 105.625 % 2014 102.813 % 2015 and after thereafter 100.000 % In addition, prior to June 1, 2025, 2013 the Issuer maymay redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at its option and at any time, redeem all or a part redemption price equal to 100% of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on of the Redemption Date) set forth belowNotes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest thereonand additional interest, if any, to, but not including, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during ). Notwithstanding the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In additionforegoing, at any time and from time to time on or prior to June 1, 20252012, the Issuer may, at its option and at any time, may redeem in the aggregate up to 40.035% 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 to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price equal to 110.500% (expressed as a percentage of the aggregate principal amount thereof) of 111.25%, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided provided, however, that at least 60.050% of the original aggregate principal amount of the Notes remains (calculated after giving effect to any issuance of Additional Notes) must remain outstanding immediately after the occurrence of each such redemption; provided, further, that such redemption 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 to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior Except as set forth in Section 3.5 of the Indenture and in the following paragraphs of this Section 5, the Notes shall not be redeemable at the option of the Issuer prior to June December 1, 20252026. On and after December 1, 2026, the Issuer may, shall be entitled at its option and at any time, on one or more occasions to redeem all or a part portion of the Notes (which, for the avoidance of doubt, includes Additional Notes, upon notice as described if any) at the following redemption prices (expressed in Section 3.03, at a redemption price equal to 100.0% percentages of the principal amount of Notes redeemed on the redemption date), plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (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. redemption date (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation 12-month period commencing on December 1 of a Change of Control if the years set forth below: 2026 102.063 % 2027 101.031 % 2028 and thereafter 100.000 % In addition, at least 90.0any time prior to December 1, 2024, the Issuer may at its option on one or more occasions redeem in an aggregate principal amount not to exceed 40.0% of the aggregate principal amount of the Notes (which, for the avoidance of doubt, includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 104.125%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (a) at least 50% of such aggregate principal amount of Notes (excluding any Additional Notes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 90 days after the date of the related Qualified Equity Offering. Prior to December 1, 2026, the Issuer shall be entitled at its option to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes, if any) 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, if any, to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Any redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, which will be set forth in the related notice of redemption, including, but not limited to, completion of a Qualified Equity Offering, other offering or financing or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, in the Issuer’s discretion, the redemption date may be delayed until such time (provided, however, that any redemption date will not be more than 60 days after the date of the notice of redemption) as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the redemption date, or by the redemption date as so delayed. If any such condition precedent has not been satisfied, the Issuer will provide written notice to the U.S. Trustee prior to the close of business one Business Day prior to the redemption date. Upon receipt of such date notice, the notice of purchase are purchased pursuant redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice. Upon receipt, the U.S. Trustee shall provide such notice to a Change each Holder of Control Offer with respect to such Change the Notes in the same manner in which the notice of Controlredemption was given.

Optional Redemption. (a) Prior to June On and after March 1, 20252023, the Issuer may, at its Company shall have the option and at any time, to redeem all or a part portion of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, below plus accrued and unpaid interest thereon, if any, toon the Notes redeemed, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-month period beginning on June March 1 of each of the years indicated below: 2023 102.250 % 2024 101.125 % 2025 105.250% 2026 and thereafter 100.000100.000 % (cb) In addition, at At any time prior to June March 1, 20252023, the Issuer Company may, at its option and at option, on any timeone or more occasions redeem Notes (which includes Additional Notes, redeem up if any) in an aggregate principal amount not to 40.0exceed 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 110.500104.50% of the aggregate principal amount thereof, 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, redemption date with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering)Issuances; provided that that: (i) at least 60.060% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption (unless all Notes are redeemed concurrently); and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Issuance. (dc) The Issuer mayAt any time prior to March 1, 2023, all or part of the Notes may also be redeemed at the option of the Company, at its option and at any time, redeem the Notes at 101.0a redemption price equal to 100% of the aggregate principal amount thereofthereof plus the Applicable Premium as of, plus and accrued and unpaid interest thereon, if any, to, but not including, to the applicable date of redemption (the “Redemption Date, subject to ”). (d) In the right of event that Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0not less than 90% of the aggregate principal amount of the outstanding Notes outstanding prior to validly tender and do not withdraw such date of purchase are purchased pursuant to Notes in a Change of Control Offer with respect to and the Company (or a third party making such Change of ControlControl 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, to the date of redemption. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior Except as described below under clauses (b) and (d) of this Section 6 and in clauses (a) and (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to June September 1, 20252019. (b) At any time prior to September 1, 2019, the Issuer may, may at its option and at any time, on one or more occasions redeem all or a part of the Notes, upon notice as described in accordance with Section 3.033.03 of the Indenture, at a redemption price equal to 100.0the sum of (i) 100.000% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, of the applicable date of redemption (the “Redemption Date”), plus (iii) accrued and unpaid interest and Additional Interest, if any, to but excluding the Redemption Date, subject to the 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. (bc) From On and after June September 1, 20252019, the Issuer may, may at its option and at any time, on one or more occasions redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, thereon to but not including, 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 June September 1 of each of the years indicated below: 2025 105.2502019 105.719 % 2026 2020 103.813 % 2021 101.906 % 2022 and thereafter 100.000100.000 % (cd) In addition, at any time prior to June Until September 1, 20252019, the Issuer may, at its option option, and at any timeon one or more occasions, redeem up to 40.035.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.500the sum of (i) 100% of the aggregate principal amount thereof, plus (ii) a premium equal to the stated interest rate per annum on the Notes redeemed, plus (iii) accrued and unpaid interest thereonand Additional Interest, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, with the net cash proceeds (other than Otherwise Applied Proceeds) of received by it from one or more Equity Offerings (within 180 days or a contribution to the Issuer’s common equity capital made with the net cash proceeds of the consummation of each such a concurrent Equity Offering); provided provided, that (x) at least 60.050% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (y) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (de) The Issuer Any redemption pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at its option and at any timethe Issuer’s discretion, redeem the Notes at 101.0% of the aggregate principal amount thereofbe subject to one or more conditions precedent, plus accrued and unpaid interest thereon, if any, toincluding, but not includinglimited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall state that, in the Issuer’s discretion, the applicable Redemption DateDate may be delayed until such time as any or all such conditions shall be satisfied, subject to or such redemption may not occur and such notice may be rescinded in the right of Holders of record on event that any or all such conditions shall not have been satisfied by the relevant record date to receive interest due on Redemption Date or by the relevant interest Redemption Date so delayed. In addition, the Issuer may provide in such notice that payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date redemption price and performance of purchase are purchased pursuant to a Change of Control Offer the Issuer’s obligations with respect to such Change of Controlredemption may be performed by another Person. The Issuer, the Investors and their respective Affiliates may acquire the Notes by means other than a redemption pursuant to this Section 6, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Prior At any time prior to June 1October 15, 20252020, the Issuer may, at its option and at any time, may on one or more occasions redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.033.03 hereof, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to, but not includingexcluding, the applicable date of redemption (the each date on which a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June 1October 15, 20252020, the Issuer may, at its option and at any time, may on one or more occasions redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.033.03 hereof, at the applicable redemption prices price (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, 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 June 1 October 15 of each of the years indicated below: 2025 105.2502020 102.438 % 2026 2021 101.219 % 2022 and thereafter 100.000100.000 % (c) In addition, at any time prior to June 1October 15, 20252020, the Issuer may, at its option option, and at any timeon one or more occasions, redeem up to 40.040% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) at a redemption price equal to 110.500104.875% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation Issuer or any direct or indirect parent company of each the Issuer to the extent such Equity Offering)net cash proceeds are contributed to the Issuer; provided that (1) at least 60.060% of (A) the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) The Issuer may, at its option and at In connection with any time, redeem tender offer for the Notes at 101.0(including any Change of Control Offer or Asset Sale Offer), if Holders of not less than 90% of the in aggregate principal amount thereofof the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, plus or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereoninterest, if any, thereon, to, but not includingexcluding, the applicable Redemption Date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. If a 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 right of Holders of record on Issuer’s discretion, the relevant record Redemption Date or purchase date to receive interest due on may be delayed until such time (including more than 60 days after the relevant interest payment date the notice was sent) as any or all such conditions shall be satisfied (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 by the Redemption Date or purchase date, following or by the consummation of a Change of Control if at least 90.0% Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the Notes outstanding prior to such date redemption price or purchase price and performance of purchase are purchased pursuant to a Change of Control Offer the Issuers’ obligations with respect to such Change of Controlredemption or purchase may be performed by another Person.

Optional Redemption. (a) Prior At any time prior to June 1November 9, 20252016, the Issuer mayCompany shall have the right, at its option and at option, to redeem any time, redeem all or a part of the Notes, upon notice as described in Section 3.03whole or in part, at any time and from time to time at a redemption price equal to 100.0the greater of (1) 101% of the principal amount of such Notes redeemed and (2) the present value to be calculated by an Independent Investment Banker at such redemption date of (i) the redemption price of such Notes at November 9, 2016 (such redemption price being set forth in the table below) plus (ii) all required interest payments thereon through November 9, 2016 on such Notes (excluding accrued but unpaid interest to the Applicable Premium as ofredemption date), and in each case, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case any accrued and unpaid interest, if any, interest on the principal amount of such Notes to, but not includingexcluding, the applicable date of redemption. Any redemption (of Notes by the “Redemption Date”), Company pursuant to this paragraph will be subject to either (i) there being at least U.S.$150.0 million in aggregate principal amount of Notes (including any Additional Notes) outstanding after such redemption or (ii) the right Company redeeming all of Holders the then outstanding principal amount of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateNotes. (b) From and At any time, or from time to time, on or after June 1November 9, 20252016, the Issuer mayCompany may redeem the Notes, at its option and at any timeoption, redeem all in whole or a part of the Notes, upon notice as described in Section 3.03part, at the following redemption prices (prices, expressed as percentages of the principal amount on the Redemption Date) set forth belowredemption date, plus any accrued and unpaid interest thereon, if any, to, but not includingexcluding, 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation twelve-month period commencing on November 9 of a Change any year set forth below: 2016 103.125 % 2017 101.563 % 2018 and thereafter 100.000 % Any redemption of Control if Notes by the Company pursuant to this paragraph shall be subject to either (i) there being at least 90.0U.S.$150.0 million in aggregate principal amount of Notes (including any Additional Notes) outstanding after such redemption or (ii) the Company redeeming all of the then outstanding principal amount of the Notes. (c) At any time, on or prior to November 9, 2015, the Company may on any one or more occasions, at its option, use an amount not to exceed the net cash proceeds of one or more Eligible Equity Offerings to redeem up to 35% of the aggregate principal amount of the outstanding notes (including any Additional Notes) at a redemption price equal to 106.250% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date; provided that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the notes (including any Additional Notes but excluding notes held by the Company and its Subsidiaries) issued under the Indenture remains outstanding. Such redemption must be made within 90 days after the date of the closing of such Eligible Equity Offering. (d) If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) or treaties of a Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment to or change of such laws, treaties, rules or regulations becomes effective on or after the date on which the Notes are issued, (or on or after the date a successor Payor assumes the obligations under the Notes, in the case of a successor with a different Relevant Taxing Jurisdiction than the Company), a Payor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts, then, at the Payor’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and any Additional Amounts due thereon up to, but excluding, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such date notice of purchase are purchased pursuant redemption is given such obligation to a Change of Control Offer with respect to pay such Change of ControlAdditional Amounts remains in effect.

Optional Redemption. (a) Prior to June Except as set forth below under clauses 5(b), 5(d), 7, 8 and 10 hereof, the Notes will not be redeemable at the Issuer’s option before May 1, 20252016. (b) At any time prior to May 1, 2016, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, upon notice as described in under Section 3.033.03 of the Indenture, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (any applicable date of redemption (hereunder, the “Redemption Date”), subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (bc) From On and after June May 1, 20252016, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, in whole or in part, upon notice as described in under Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, 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 twelve12-month period beginning on June May 1 of each of the years indicated below: 2025 105.2502016 102.000% 2026 2017 101.000% 2018 and thereafter 100.000% (cd) In addition, at any time prior to June until May 1, 20252016, the Issuer may, at its option and at any timeoption, redeem up to 40.0% upon notice as described under Section 3.03 of the aggregate principal amount of Notes Indenture, on one or more occasions, redeem, at a redemption price equal to 110.500102.000% of the aggregate principal amount thereof, (i) all or any portion of the Notes (including any PIK Notes and Additional Notes) issued under this Indenture in connection with an Equity Offering where at least $400,000,000 of gross primary proceeds are raised by the Issuer or any Parent Entity, the net primary proceeds of which are received by or contributed to the Issuer or (ii) all or any portion of the Notes (including any PIK Notes and Additional Notes) with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, in each case, plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (provided that each such redemption occurs within 180 90 days of the consummation date of closing of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (de) The Issuer may, at its option and at any time, redeem Any redemption pursuant to this paragraph 5 shall be made pursuant to the Notes at 101.0% provisions of Sections 3.01 through 3.07 of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to June redeem the Notes pursuant to this Section 3.07 prior to February 1, 20252023. On or after February 1, 2023, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 1 of the years indicated below: Year Percentage 2023 105.813 % 2024 103.875 % 2025 101.938 % 2026 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to February 1, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 107.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to February 1, 2023, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (iii) the Make-Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15(h). (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in subparagraph (b) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to December 15, at its 2009. On or after December 15, 2009, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on December 15 of a Change the years indicated below: 2009 103.438 % 2010 102.292 % 2011 101.146 % 2012 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time on or prior to December 15, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of purchase are purchased pursuant to a Change the closing of Control Offer with respect to each such Change of ControlEquity Offering.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to May 15, at its 2015. On or after May 15, 2015, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 6, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on May 15 of a Change the years indicated below: YEAR PERCENTAGE 2015 103.250 % 2016 101.625 % 2017 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to May 15, 2013, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 106.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 such date the redemption date), in an amount equal to the net cash proceeds of purchase are purchased pursuant to a Change of Control Offer one or more Equity Offerings; provided that, with respect to each such Change redemption, (i) at least 65% of Controlthe aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related Equity Offering. (c) Prior to May 15, 2015, the Issuers may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus (3) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to April 1, 20252016. On or after April 1, 2016, the Issuer may, at its option and at any time, Issuers may redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, on the Notes redeemed to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June April 1 of each of the years indicated below: 2025 105.2502016 103.125 % 2026 2017 101.563 % 2018 and thereafter 100.000100.000 % (cb) In additionNotwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June April 1, 20252016, the Issuer may, at its option and at Issuers may on any time, one or more occasions redeem up to 40.035% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price equal to 110.500of 106.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, thereon to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 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 the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to April 1, 2016, the Issuers may on one or more occasions redeem all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus (3) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest payment due on an Interest Payment Date that is on or prior to the redemption date) (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(7) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior Except as set forth in clause (b) of this Section 3.07, the Notes will not be redeemable at the option of the Company prior to June 1, 20252010. Starting on June 1, 2010, the Issuer may, at its option and at any time, Company may redeem all or a part of the NotesNotes after giving the required notice under this Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of principal amount) set forth below, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, on the Notes redeemed to the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.2502010 105.125% 2026 2011 102.563% 2012 and thereafter 100.000% (cb) In addition, at At any time and from time to time prior to June 1, 20252009, the Issuer may, at its option and at any time, Company may redeem up to 40.035% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 110.500110.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 dateInterest Payment Date) with the net cash proceeds of any Qualified Equity Offering of the Company’s common stock; provided, following the consummation of a Change of Control if however, that after giving effect to any such redemption, at least 90.065% of the aggregate principal amount of the Notes issued on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days’ prior to such date of purchase are purchased notice. (c) Any prepayment pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSections 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior At any time prior to June February 1, 20252022, the Issuer mayCompany may redeem the Notes, at its option and in whole or in part, at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03at its option, at a redemption price Redemption Price calculated by the Company equal to 100.0100% of the principal amount of the Notes being redeemed plus the Applicable Premium as ofof the Redemption Date, and plus accrued and unpaid interestinterest thereon and Special Interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June February 1, 20252022, the Issuer mayCompany may redeem the Notes, in whole or in part, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03option, at the redemption prices following Redemption Prices (expressed as percentages of the principal amount on the Redemption Date) set forth belowthereof), plus accrued and unpaid interest thereoninterest, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Redemption Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation 12-month period (or, in the case of a Change the period commencing on February 1, 2024, such 12-month period and thereafter) commencing on February 1 of Control if the years set forth below: 2022 103.125 % 2023 101.563 % 2024 and thereafter 100.000 % (c) At any time or from time to time prior to February 1, 2022, the Company, at least 90.0its option, may redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a Redemption Price equal to 106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including Special Interest, if any) thereon, if any, to the Redemption Date; provided that (1) at least 50% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 180 days of the closing of any such Qualified Equity Offering. (d) Any redemption pursuant to this Section 3.1 shall, except as provided in clause (e) below, be made pursuant to the provisions of Article Eleven of the Existing Indenture. (e) Any notice of an optional redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, incurrence of indebtedness, or other corporate transaction or event and notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result of only some of the conditions being satisfied; provided, however, that any such date conditions precedent shall be set forth in the notice of purchase are purchased pursuant to a Change of Control Offer redemption and that such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed. (f) The following provision shall apply with respect to such Change the Notes (notwithstanding the first sentence of Controlthe first paragraph of Section 1103 of the Existing Indenture, which shall be deemed modified and amended by the following): If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made according to the applicable procedures of the Depositary; provided that Notes with a principal amount of $2,000 will not be redeemed in part.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to June 1, 20252017. On or after June 1, 2017, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 2017 103.563 % 2018 102.375 % 2019 101.188 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 107.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to June 1, 2017, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(6) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in the following paragraphs of this Section 5, the Issuer mayNotes shall not be redeemable at the option of the Company prior to November 15, 2024. On and after November 15, 2024, the Company shall be entitled at its option and at any time, on one or more occasions to redeem all or a part portion of the Notes (which, for the avoidance of doubt, includes Additional Notes, upon notice as described ) at the following redemption prices (expressed in Section 3.03, at a redemption price equal to 100.0% percentages of the principal amount of Notes redeemed on the redemption date), plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (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. redemption date (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following if redeemed during the consummation 12-month period commencing on November 15 of a Change of Control if the years set forth below: 2024 102.000% 2025 101.333% 2026 100.667% 2027 and thereafter 100.000% In addition, at least 90.0any time prior to November 15, 2022, the Company may at its option on one or more occasions redeem in an aggregate principal amount not to exceed 35.0% of the aggregate principal amount of the Notes (which, for the avoidance of doubt, includes Additional Notes) originally issued at a redemption price (expressed as a percentage of principal amount) of 104.000%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (a) after giving effect to any such redemption, at least 50.0% of the original aggregate principal amount of the Notes (excluding any Additional Notes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 90 days after the date of the related Qualified Equity Offering. Prior to November 15, 2024, the Company shall be entitled at its option to redeem all or a portion of the Notes (which, for the avoidance of doubt, includes Additional Notes) at a redemption price equal to 100.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, and Applicable Premium to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). Calculation of the redemption price will be made by the Company or on the Company’s behalf by such person as it shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date. Upon receipt of such date notice, the notice of purchase are purchased pursuant redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall provide such notice to a Change each Holder in the same manner in which the notice of Control Offer with respect to such Change of Controlredemption was given.

Optional Redemption. (a) Prior to June 1Except as set forth in clauses (b), 2025(c) and (d) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to April 15, at its 2015. On or after April 15, 2015, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 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: 2015 104.0 % 2016 102.0 % 2017 and thereafter 100.0 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to April 15, 2014, the Issuers may on 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 108.0% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings, provided that, with respect to each such redemption: (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and (ii) such redemption occurs within 180 days after the date of the closing of the related Equity Offering. (c) Prior to April 15, 2015, the Issuers may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) the Make Whole Premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in the last paragraph of the Notes outstanding prior to such date of purchase are purchased Section 4.15 hereof. (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in subparagraph (b) of this Paragraph 5, the Issuers shall not have the option to June redeem the Notes prior to March 1, 20252013. On or after March 1, 2013, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on March 1 of a Change the years indicated below: 2013 104.375 % 2014 100.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to March 1, 2012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 108.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 150 days of the date of purchase are purchased pursuant to a Change the closing of Control Offer with respect to each such Change of ControlEquity Offering.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to September 15, at its 2015. On or after September 15, 2015, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 6, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelve-month period beginning on September 15 of a Change the years indicated below: YEAR PERCENTAGE 2015 103.875 % 2016 102.583 % 2017 101.292 % 2018 and thereafter 100.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to September 15, 2013, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 such date the redemption date), with the net cash proceeds of purchase are purchased pursuant to a Change of Control Offer one or more Equity Offerings; provided that, with respect to each such Change redemption, (i) at least 65% of Controlthe aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related Equity Offering. (c) Prior to September 15, 2015, the Issuers may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date.

Optional Redemption. Except as set forth below, the Company will not be entitled to redeem the Notes at its option prior to February 1, 2028: (a) Prior At any time prior to June February 1, 20252028, the Issuer may, at its option and at any time, Company may on one or more occasions redeem all or a part of the Notes, upon notice as described in Section ‎Section 3.03, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, but not includingexcluding, the date of redemption (such applicable date of redemption (hereunder, the “Redemption Date”), subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. (b) From On and after June February 1, 20252028, the Issuer may, at its option and at any time, Company may on one or more occasions redeem all or a part of the Notes, upon notice as described in Section under ‎Section 3.03, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth belowin this ‎Section 3.07(b), plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, 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 on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on June February 1 of each of the years indicated below: 2025 105.250Year Percentage 2028 103.750% 2026 2029 101.875% 2030 and thereafter 100.000% (c) In addition, at At any time prior to June February 1, 20252028, the Issuer Company may, at its option and at any timeoption, upon notice as described in ‎Section 3.03 on one or more occasions redeem up to 40.040% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.500107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, 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 on or prior to the Redemption Date, with the net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of to the consummation of each extent such Equity Offering)net cash proceeds are received by or contributed to the Company; provided that (i) at least 60.050% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption and (ii) the redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) The Issuer At any time prior to, until February 1, 2028, the Company may, at its option and at any timeoption, upon notice as described under Section 3.03 hereof, on one or more occasions redeem up to 10% of the aggregate principal amount of the Notes per annum issued under this Indenture at 101.0a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, 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 datedate falling on or prior to the Redemption Date. (e) The Notes may be redeemed under the circumstances and in accordance with ‎Section 4.14(d). (f) Notice of any redemption of the Notes in connection with a transaction or an event (including an Equity Offering, following the consummation an incurrence of Indebtedness, tender offer, defeasance, satisfaction, discharge, Asset Sale Offer or a Change of Control if Control) may, at least 90.0% the Company’s discretion, be given prior to the completion or the occurrence thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, completion or occurrence of the Notes outstanding prior related transaction or event. (g) 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 Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered) as any or all conditions shall be satisfied, or such redemption or purchase are purchased pursuant to a Change may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of Control Offer the redemption price and performance of the Company’s obligations with respect to such Change redemption 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 Controlthe Notes eligible under this Indenture to be redeemed. (h) Any redemption pursuant to this ‎Section 3.07 shall be made pursuant to the provisions of ‎Section 3.01 through ‎3.06. (i) The Issuer and its affiliates may acquire Notes by means other than a redemption, whether by a tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture.

Optional Redemption. (a) Prior Except pursuant to June 1paragraphs (b), 2025(c) and (d) of this Section 5, the Issuer mayNotes will not be redeemable at the Company’s option prior to October 15, at its option and at any time2028. On or after October 15, 2028, the Company may redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as described percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 15 of 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: 2028 103.250% 2029 101.625% 2030 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to October 15, 2028, the Company may on any one or more occasions redeem, upon prior notice in accordance with Section 3.033.03 of the Indenture, up to 40% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106.500% 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; provided that at least 50% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Company 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) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to October 15, 2028, the Company may also redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium calculated as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon date notice as described is given in Section 3.03, at the redemption prices (expressed as percentages respect of principal amount on the Redemption Date) set forth belowsuch redemption, plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date, following date that is on prior to the consummation of a Change of Control if at least 90.0% Redemption Date. (d) The Company may also redeem the Notes as provided in Section 3.07(e) of the Notes outstanding prior Indenture, on the terms and subject to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Controlthe conditions set forth therein.

Optional Redemption. Except as described below, the Notes will not be redeemable by the Company's option prior to , 2009. (a) Prior to June 1On or after , 2025, 2009 the Issuer may, at its option and at any time, Issuers may redeem all or a any part of the Notes, Notes upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Special Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment datedate that is on or prior to the Redemption Date), following if redeemed during the consummation twelve-month period beginning on of a Change of Control if at least 90.0the years indicated below: 2009 % 2010 % 2011 and thereafter 100.000 % (b) At any time prior to , 2008, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding issued hereunder (calculated after giving effect to any issuance of Additional Notes) at a redemption price of % of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings, provided that: (1) at least 65% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued hereunder remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Parent, any Issuer and their Subsidiaries); and (2) the redemption occurs within 90 days of the date of purchase are purchased pursuant to a Change the closing of Control Offer with respect to such Change of ControlEquity Offering.

Optional Redemption. (a) Prior to June October 1, 20252020, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”)redemption, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring prior to or on the date of redemption. (b) From and after June At any time prior to October 1, 20252020, the Issuer may, at its option on any one or more occasions following any Equity Offering, redeem Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) upon notice as described under Section 3.03, at a redemption price equal to 105.750% of the principal amount of the Notes, plus accrued and unpaid interest, if any, thereon up to, but excluding the applicable date of redemption (subject to the rights of Holders on a relevant record date to receive interest due on an interest payment date that occurs prior to the redemption date), and any amount payable in any such redemption can be funded from any source; provided that (i) at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any timeissuance of Additional Notes) remains outstanding after each such redemption (excluding Notes held by Holdings and its Subsidiaries); and (ii) such redemption occurs within 180 days after the closing of such Equity Offering. Notice of any such redemption must be given within 90 days after the date of such Equity Offering. (c) Except pursuant to Sections (5)(a), (5)(b), (5)(e) and (5)(f) hereof, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2020. (d) On or after October 1, 2020, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereonon the Notes, if any, to, but not including, to the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on June October 1 of each of the years indicated below: 2025 105.2502020 104.313% 2026 2021 102.875% 2022 101.438% 2023 and thereafter 100.000% (ce) In additionThe Issuer are entitled to redeem Notes, at their option, at any time prior in whole but not in part, upon not less than 30 nor more than 60 days’ notice to June 1the Holders, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest thereoninterest, if any, to, but not including, the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds redemption (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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), following in the consummation event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Change Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (A) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of Control if at least 90.0any Relevant Taxing Jurisdiction; or (B) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or becomes effective on or after the Issue Date and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Article 5 of the Indenture is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. (f) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer (or any other Person making such tender offer) purchases all of the Notes outstanding prior validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, to but excluding the redemption date (subject to the rights of purchase are purchased pursuant Holders of record on the relevant record date to a Change of Control Offer with respect to such Change of Controlreceive interest due on the relevant interest payment date).

Optional Redemption. (a) Prior to June On and after February 1, 202520236, the Issuer mayIssuers may redeem the Notes, at its option and their option, in whole at any time or in part from time to time, redeem all or a part of the Notes, upon notice as described in Section 3.035.4 of the Indenture, at the following redemption prices (expressed as a redemption price equal to 100.0% percentage of the principal amount of Notes redeemed amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to (but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices date (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 falling prior to or on the redemption date), following if redeemed during the consummation 12-month period commencing on February 17 of the years set forth below: Year Percentage 2023 103.625 % 2024 101.813 % 2025 and thereafter 100.000 % 6 With respect to the Initial Notes. 7 With respect to the Initial Notes. (b) At any time prior to February 1, 20238, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture, at a Change of Control if at least 90.0redemption price equal to 100.0% of the principal amount of the Notes outstanding redeemed plus the Applicable Premium as of the date of the redemption notice, and 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 record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). (c) At any time and from time to time, upon notice as described in Section 5.4 of the Indenture, prior to February 1, 20239, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an aggregate amount not to exceed the cash proceeds less any underwriting spread paid in cash of one or more Equity Offerings, to the extent (in the case of an Equity Offering by a direct or indirect parent of the Lux Co-Issuer) that such cash proceeds thereof are contributed to the common equity capital of the Lux Co-Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Lux Co-Issuer, at a redemption price (expressed as a percentage of the principal amount thereof) equal to 107.250% plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date); provided, however, that at least the lesser of (i) 50% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) then outstanding and (ii) $200 million aggregate principal amount of the Notes must remain outstanding immediately after each such redemption (except to the extent otherwise repurchased or redeemed substantially contemporaneously in accordance with the terms of the Indenture); provided, further, that for purposes of calculating the principal amount of the Notes able to be redeemed with such cash proceeds of such Equity Offering or Equity Offerings, such amount shall include only the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated. (d) At any time, in connection with any tender offer or other offer to purchase are purchased any series of Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series are purchased by the Issuers, or any third party purchasing or acquiring in lieu of the Issuers, all of the Holders 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 notice as described in Section 5.4 of the Indenture, to redeem all Notes of such series that remain outstanding following such purchase at a price equal to the price paid to Holders in such purchase, plus accrued and unpaid interest, if any, on such Notes to (but not including) the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date). (e) Any redemption of the Notes may, at the Issuers’ discretion, be subject to one or more conditions precedent. The Redemption Date of any redemption that is subject to satisfaction of one or more conditions precedent may, in the Issuers’ discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur and any notice with respect to such Change redemption may be modified, extended or rescinded in the event that any or all such conditions shall not have yet been satisfied (or waived by the Issuers in their sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of Controlthe redemption notice in such case).

Optional Redemption. (a) Prior to June 1April 15, 20252017, the Issuer maymay redeem the Notes, at its option and in whole at any time or in part from time to time, redeem all or a part of the Notes, upon notice as described in Section 3.033.03 of the Indenture, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to, but not includingexcluding, the applicable date of redemption (the “Redemption Date”), subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From On and after June 1April 15, 20252017, the Issuer maymay redeem the Notes, at its option and in whole at any time or in part from time to time, redeem all or a part of the Notes, upon notice as described in Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, below plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, 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-twelve month period beginning on June 1 April 15 of each of the years indicated below: 2025 105.2502017 104.313 % 2026 2018 102.875 % 2019 101.438 % 2020 and thereafter 100.000100.000 % (c) In additionUntil April 15, at any time prior to June 1, 20252017, the Issuer may, at its option any time and at any from time to time, upon notice as described in Section 3.03 of the Indenture, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500105.75% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with in an amount no greater than the net aggregate cash proceeds (other than Otherwise Applied Proceeds) of received from one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering)Offerings; provided that (1) at least 60.050.0% of the aggregate principal amount of Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption. redemption and (d2) The Issuer may, at its option and at any time, redeem the Notes at 101.0% each such redemption occurs within 90 days of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right closing of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlEquity Offering.

Optional Redemption. (a) Prior Except as described below under clauses 5(b) or 5(c) hereof, the Notes will not be redeemable at the Issuer’s option before April 15, 2028. (b) At any time prior to June 1April 15, 20252028, the Issuer may, at its option and at any time, may redeem all or a part of the Notes, upon notice as described in Section 3.03not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but not including, including the applicable date of redemption (the “Redemption Date”), subject to the right rights of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (bc) From and after June 1Prior to April 15, 20252028, the Issuer may, at its option and at any timeoption, redeem up to 40% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 104.375% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering or other offering or in connection with a part transaction (or series or related transactions) that constitutes a Change of Control or other corporate transaction or event may be given prior to the completion or the occurrence thereof. (d) On or after April 15, 2028, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, thereon to but not including, including the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 April 15 of each of the years indicated below: 2025 105.2502028 102.18750% 2026 2029 101.09375% 2030 and thereafter 100.000100.00000% (ce) In addition, at any time prior Any redemption pursuant to June 1, 2025, this paragraph 5 shall be made pursuant to the Issuer may, at its option and at any time, redeem up to 40.0% provisions of Sections 3.01 through 3.05 of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemptionIndenture. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior Except pursuant to June 1paragraphs (b), 2025(c) and (d) of this Section 5, the Issuer mayNotes will not be redeemable at the Company’s option prior to October 15, at its option and at any time2027. On or after October 15, 2027, the Company may redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as described percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 15 of 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: 2027 103.125% 2028 101.563% 2029 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to October 15, 2027, the Company may on any one or more occasions redeem, upon prior notice in accordance with Section 3.033.03 of the Indenture, up to 40% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106.250% 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; provided that at least 50% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Company 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) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to October 15, 2027, the Company may also redeem all or a part of the Notes, upon prior notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0100% of the principal amount of Notes redeemed plus the Applicable Premium calculated as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon date notice as described is given in Section 3.03, at the redemption prices (expressed as percentages respect of principal amount on the Redemption Date) set forth belowsuch redemption, plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date, following date that is on prior to the consummation of a Change of Control if at least 90.0% Redemption Date. (d) The Company may also redeem the Notes as provided in Section 3.07(e) of the Notes outstanding prior Indenture, on the terms and subject to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Controlthe conditions set forth therein.

Optional Redemption. (a) Prior to June On or after May 1, 20252017, the Issuer Company may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date), if redeemed during the twelve-month period beginning on May 1st of the years indicated below: 2017 103.688 % 2018 102.458 % 2019 101.229 % 2020 and thereafter 100.000 % (b) In addition, at any time and from time to time prior to May 1, 2015, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture (including the principal amount of any Additional Notes issued under this Supplemental Indenture) at a redemption price equal to 107.375% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under this Supplemental Indenture) shall remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company shall complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this clause (b) may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of such Equity Offering. If any such conditions do not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the Notes to be redeemed in the same manner in which the notice of redemption was given. (c) If a Change of Control occurs at any time prior to May 1, 2013, the Company may, at its option and at any timeoption, redeem all or a part all, but not less than all, of the Notes, Notes upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0110% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). If the Company elects to exercise this redemption right, the Company must do so by mailing a redemption notice to each Holder at its registered address with a copy to the Trustee within 60 days following the Change of Control (or, at the Company’s option, prior to such Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is mailed prior to the Change of Control. If the Change of Control does not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the Notes in the same manner in which the notice of redemption was given. If the Company exercises its redemption right pursuant to this Section 3.07(c), the Company will not be required to make the Change of Control Offer under Section 4.17 unless or until there is a default in payment of the redemption price. (d) The Notes may also be redeemed, in whole or in part, at any time or from time to time prior to May 1, 2017 at the option of the Company at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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). (e) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.17(h). (f) Any redemption pursuant to a Change this Section 3.07 (other than as expressly provided otherwise in this Section 3.07) shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06.

Optional Redemption. (a) Prior to June 1Except as set forth in subparagraphs (b), 2025(c) and (d) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to December 15, at its option and at any time2018. On or after December 15, 2018, the Issuers may on one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: YEAR PERCENTAGE 2018 104.250 % 2019 102.125 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a)of this Paragraph 5, at any time prior to December 15, 2018, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to December 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 (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15 of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior to June 1The Notes may be redeemed, 2025, the Issuer mayin whole or in part, at its any time or from time to time prior to December 15, 2018 at the option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Company, 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, any to, but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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). (b) At any time or from time to time on or after December 15, 2018, the Company, 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, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest payment datedue on the relevant Interest Payment Date), following if redeemed during the consummation 12-month period beginning December 15 of a Change the years indicated below: Year Redemption Price 2018 103.938 % 2019 102.625 % 2020 101.313 % 2021 and thereafter 100.000 % (c) In the event that on or before December 15, 2018, the Company receives net cash proceeds from the sale of Control if at least 90.0its Common Stock in one or more Equity Offerings, the Company may use an amount not greater than the amount of such net cash proceeds to redeem up to 35% of the original aggregate principal amount of all Notes outstanding issued (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding, the 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); provided that: (1) at least 65.0% of the aggregate principal amount of Notes issued (calculated after giving effect to any issuance of Additional Notes) under the Indenture remains outstanding immediately after giving effect to any such redemption; and (2) the redemption occurs not more than 120 days after the date of purchase are purchased pursuant to a Change the closing of Control Offer with respect to any such Change Equity Offering. (d) The Notes may also be redeemed in certain circumstances set forth in Section 4.13 of Controlthe Indenture.

Optional Redemption. (ai) Prior Except as set forth in Sections 3.07(a)(ii), (a)(iii) and (a)(iv), the Notes may not be redeemed at the option of the Company. (ii) At any time and from time to June time prior to April 1, 20252026, the Issuer mayCompany may redeem, at its option and at any timeon one or more occasions, redeem all or up to a part maximum of 40% of the original aggregate principal amount of the Notes, upon notice as described in Section 3.03calculated after giving effect to any issuance of Additional Notes, with the Net Cash Proceeds of one or more Qualified Equity Offerings at a redemption price equal to 100.0103.375% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject thereon to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Dateredemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date; provided, following the consummation of a Change of Control if however, that after giving effect to any such redemption: (A) at least 90.060% of the Notes original aggregate principal amount of the Notes, calculated after giving effect to any issuance of Additional Notes, remains outstanding immediately after such redemption; and (B) any such redemption by the Company must be made within 90 days of such Qualified Equity Offering and must be made in accordance with the procedures set forth in this Indenture. (iii) At any time and from time to time prior to such April 1, 2026, the Company may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of purchase are purchased redemption, plus (iii) accrued and unpaid interest to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. (iv) At any time and from time to time on or after April 1, 2026, the Company may redeem the Notes, in whole or in part, at once or over time, at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period commencing on April 1 of the years set forth below: 2026 101.688 % 2027 101.125 % 2028 100.563 % 2029 and thereafter 100.000 % (b) Any redemption pursuant to a Change this Section 3.07 shall be made in accordance with the provisions of Control Offer with respect to such Change of ControlSections 3.01 through Section 3.06.

Optional Redemption. (a) Prior to June On and after October 1, 20252024, the Issuer may, at its option and at any time, Company may redeem all or a part of the Notes, in whole or in part, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in under Section 3.03, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, 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 June October 1 of each of the years indicated below: Year Percentage 2024 102.250 % 2025 105.250101.125 % 2026 and thereafter 100.000100.000 % (b) At any time prior to October 1, 2024, the Company may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate, provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. (c) In addition, at any time prior to June October 1, 20252024, the Issuer Company may, at its option and at any timeoption, upon notice as described under Section 3.03, on one or more occasions, redeem up to 40.040% of the aggregate principal amount of Notes issued (including Additional Notes, if any) under this Indenture at a redemption price equal to 110.500104.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the aggregate principal amount of the Notes to be redeemed not to exceed an amount equal to the aggregate net cash proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of to the consummation of each extent such Equity Offering)net cash proceeds are received by or contributed to the Company; provided that (a) at least 60.050% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption and (b) that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) The Issuer mayNotwithstanding the foregoing, at its option and at in connection with any timeChange of Control Offer, redeem any Asset Sale Offer or other tender offer for the Notes at 101.0Notes, if Holders of not less than 90% of the in aggregate principal amount thereofof the outstanding Notes validly tender and do not withdraw such Notes in such Change of Control Offer, plus Asset Sale Offer or other tender offer and the Company, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall 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 extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest thereoninterest, if any, thereon, to, but not includingexcluding, the applicable Redemption DateDate 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 Interest Payment Date falling on or prior to the applicable Redemption Date or purchase date. (e) Notice of any redemption, following the consummation of a whether in connection with an Equity Offering, Change of Control Control, Asset Sale or other transaction or event or otherwise, may, at the Company’s discretion, be given prior to the completion or occurrence thereof and be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time (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 satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived, in the Company’s sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or that such notice may be rescinded at least 90.0% any time in the Company’s discretion if the Company determines that any or all of such conditions will not be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes outstanding prior to in the same manner in which the notice of redemption was given. In addition, the Company may provide in such date notice that payment of purchase are purchased pursuant to a Change the redemption price and performance of Control Offer the Company’s obligations with respect to such Change redemption may be performed by another Person. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of ControlSections 3.01 through 3.06. (g) The Company and its Affiliates may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption. (a) Prior to June 1Except as set forth in subparagraph (b), 2025(c) and (d) of this Paragraph 5, the Issuer maywill not have the option to redeem the Notes prior to December 15, at its option 2009. From and at any timeafter December 15, 2009, the Issuer may redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice as described in Section 3.03by electronically transmit or first class mail, at postage prepaid, with a redemption price equal copy to 100.0% of the principal amount Trustee, to each Holder of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right address of Holders of record on such Holder appearing in the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, security register at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject thereon to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following if during the consummation twelve-month period beginning on December 15 of a Change the years indicated below: 2009 105.375% 2010 103.583% 2011 101.792% 2012 and thereafter 100.000% (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to December 15, 2008, the Issuer may, at its option, redeem up to 40% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more common stock public Equity Offerings of the Issuer or any direct or indirect parent of the Issuer to the extent such proceeds are contributed to the issuer; provided that at least 50% of the sum of the original aggregate principal amount of Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to December 15, 2009, the Issuer may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice electronically transmitted or 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 to the date of purchase are purchased redemption (the “Redemption Date’), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) Until the Disposition Date (unless otherwise consented by the GSMP Group), each redemption pursuant to a Change this Section 3.07 shall relate to an aggregate principal amount of Control Offer with respect to such Change Notes of Controlat least the lesser of (a) $5.0 million and (b) the remaining outstanding principal amount of the Notes.

Optional Redemption. (a) Prior to June 1Except as set forth in subparagraphs (b), 2025(c) and (d) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to February 15, at its 2014. On or after February 15, 2014, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 of the years indicated below: YEAR PERCENTAGE 2014 104.438 % 2015 102.219 % 2016 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 2013, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to February 15, 2014, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(6) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior At any time, and from time to June time, prior to July 1, 20252019, the Issuer maymay redeem the Notes in whole or in part, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03option, at a redemption price equal to 100.0the greater of: (1) 100% of the principal amount of the Notes redeemed to be redeemed; and (2) the excess of: (i) the present value at such redemption date of (i) the redemption price of the Note at July 1, 2019 (such redemption price being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Applicable Premium Note through July 1, 2019 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as ofof such redemption date plus 50 basis points; over (ii) the principal amount of the Note, (3) plus, and in each case, any accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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). In the event of any redemption pursuant to this clause (a), following the consummation Issuer shall calculate or cause the calculation of a Change of Control if at least 90.0the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. (b) At any time prior to July 1, 2019, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.875% of the principal amount plus accrued and unpaid interest, if any, 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) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuer from one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6. (c) [Reserved] (d) Except pursuant to paragraphs (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to such July 1, 2019. (e) On or after July 1, 2019, the 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, but not including, the applicable date of purchase are purchased pursuant redemption, if redeemed during the twelve-month period beginning on July 1 of the years indicated below, subject to a Change the rights of Control Offer with respect Holders on the relevant record date to such Change of Control.receive interest on the relevant interest payment date: 2019 102.938 % 2020 101.469 % 2021 and thereafter 100.000 %

Optional Redemption. (a) Prior to June 1Except as set forth in subparagraphs (b), 2025(c) and (d) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to April 15, at its 2026. On or after April 15, 2026, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period on April 15 of the years indicated below: Year Percentage 2026 104.438 % 2027 102.219 % 2028 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to April 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon 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; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Eighteenth Supplemental Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to April 15, 2026, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make-Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(h) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlEighteenth Supplemental Indenture.

Optional Redemption. (a) Prior to June 1Except as set forth in subparagraphs (b), 2025(c) and (d) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to March 15, at its 2029. On or after March 15, 2029, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period on March 15 of the years indicated below: 2029 103.3750 % 2030 101.6875 % 2031 and thereafter 100.0000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2029, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon 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; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Twenty-Fourth Supplemental Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to March 15, 2029, the Issuers may 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 sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make-Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(h) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlTwenty-Fourth Supplemental Indenture.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in clauses (c) and (d) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to April 8, at its 2018. On or after April 8, 2018, the Issuers shall have the option and at any time, to redeem all or a part of the Notes, upon notice as described in Section 3.03whole or in part at any time (and, at a redemption price equal to 100.0% following any acceleration of the principal amount maturity of the Notes redeemed plus the Applicable Premium as ofon or after April 8, and accrued and unpaid interest2018, if anyin connection with an Event of Default and/or in or in connection with a voluntary or involuntary Insolvency Proceeding or otherwise, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, shall redeem all or a part of the Notes, upon notice as described in Section 3.03, Notes (and all such Notes shall become due and payable)) at the redemption or acceleration prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption or acceleration date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption or acceleration date), if redeemed or accelerated during the twelve-month period beginning on April 8 of the years indicated below: YEAR PERCENTAGE 2018 106.000 % 2019 100.000 % (b) [RESERVED]. (c) Prior to April 8, 2018, the Issuers may redeem all or part of the Notes (and, following any acceleration of the maturity of the Notes prior to April 8, 2018, in connection with an Event of Default and/or in or in connection with a voluntary or involuntary Insolvency Proceeding or otherwise, shall redeem all of the Notes (and all such Notes shall become due and payable)) at a redemption or acceleration price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption or acceleration 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 or acceleration date), plus (3) the Make-Whole Amount. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15(f). (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior The Notes are subject to June redemption, at the option of the Issuer, in whole or in part, at any time or from time to time on or after April 1, 2025, the Issuer may2016, at its option and at any time, redeem all or a part of the Notes, upon notice Redemption Prices (expressed as described in Section 3.03, at a redemption price equal to 100.0% percentages of the principal amount of Notes redeemed to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, to but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date.redemption date), if redeemed during the 12-month period beginning on April 1of the years indicated below: 2016 104.563 % 2017 102.281 % 2018 and thereafter 100.00 % (b) From and after June Prior to April 1, 20252015, the Issuer may, at its option and at any timeon one or more occasions, redeem all with the net proceeds of one or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any timemore Qualified Equity Offerings, redeem up to 40.035% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a redemption price Redemption Price equal to 110.500109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering)redemption; provided that at least 60.065% of the aggregate principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of each any such redemptionredemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering. (dc) The Issuer mayAt any time or from time to time prior to April 1, 2016, the Company may also, at its option and at option, on any timeone or more occasion, redeem all or any portion of the Notes Notes, at 101.0a redemption price equal to 100% of the aggregate principal amount thereofof the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest thereoninterest, if any, to, to but not including, the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding date that is on or prior to such date of purchase are purchased the redemption date). (d) The Issuer may at any time, and from time to time, acquire Notes by means other than a redemption whether pursuant to a Change an issuer tender offer, open market purchase or negotiated transaction so long as the acquisition does not otherwise violate the terms of Control Offer with respect to such Change of Controlthis Indenture.

Optional Redemption. (a) Prior Except as set forth in Sections 3.07(b), (c) and (d), the Issuers shall not have the option to June redeem the Notes pursuant to this Section 3.07 prior to November 1, 2025, 2019. The Issuers shall have the Issuer may, at its option and at any time, to redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From from and after June November 1, 20252019, the Issuer may, at its option and at any time, redeem all in whole or a part of the Notesin part, upon notice as described in Section 3.03not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes) set forth below, below plus accrued and unpaid interest thereonthereon and Special Interest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, if redeemed during the twelve-twelve month period beginning on June November 1 of each of the years indicated below: 2025 105.2502019 102.000 % 2026 2020 101.000 % 2021 and thereafter 100.000100.000 % (cb) In addition, at At any time prior to June November 1, 20252019, the Issuer may, at its option and at Issuers may on any time, one or more occasions redeem up to 40.040% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price equal to 110.500of 104.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to November 1, 2019, the Issuers may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. The Trustee shall have no responsibility for calculating the Make-Whole Premium. (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making a such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date, subject date of such redemption. Any redemption pursuant to this Section 3.07 shall be made pursuant to the right provisions of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemptionSection 3.01 through 3.06. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer mayIssuers shall not have the option to redeem the Notes prior to December 15, at its 2018. On or after December 15, 2018, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 6, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, 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 the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following if redeemed during the consummation twelvemonth period beginning on December 15 of a Change the years indicated below: 2018 112.000 % 2019 and thereafter 106.000 % (b) Notwithstanding the provisions of Control if subparagraph (a) of this Paragraph 5, at least 90.0any time prior to December 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes outstanding (including any Additional Notes) issued under the Indenture at a redemption price of 112.00% of the principal amount thereof, with an amount equal to or less than the net cash proceeds of one or more Equity Offerings, plus accrued and unpaid interest and Additional Interest, if any, thereon 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 such date of purchase are purchased pursuant to a Change of Control Offer the redemption date); provided that, with respect to each such Change redemption, (i) at least 65% of Controlthe aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related Equity Offering. (c) Prior to December 15, 2018, the Issuers may redeem on any one or more occasions all or part of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus (3) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Optional Redemption. (a) Prior to June 1Except as set forth in clauses (b), 2025(c) and (d) of this Section 3.07, the Issuer mayIssuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to January 15, at its 2026. On or after January 15, 2026, the Issuers shall have the option and to redeem the Notes, in whole or in part at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2026 104.1250 % 2027 102.0625 % 2028 and thereafter 100.0000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to January 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to January 15, 2026, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (iii) the Make-Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.15(h). (e) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06 hereof.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to June 115, 20252019. On or after June 15, 2019, the Issuer mayIssuers shall have the option to redeem the Notes, at its option and in whole or in part at any time, redeem all or a part of the Notes, upon prior notice as described set forth in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03Paragraph 8, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% redemption date (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 15 of the years indicated below: Year Percentage 2019 102.813 % 2020 101.875 % 2021 100.938 % 2022 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15, 2017, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon 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; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to June 15, 2019, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (3) the Make-Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% the redemption price and subject to the conditions set forth in Section 4.15(h) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlSupplemental Indenture.

Optional Redemption. (a) Prior Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not have the option to June redeem the Notes prior to February 1, 20252018. On and after February 1, 2018, the Issuer mayIssuers shall have the option to redeem all or, at its option and at any from time to time, redeem all or a part of the Notes, Notes upon notice as described in Section 3.03, at a redemption price equal to 100.0% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Dateamount) set forth below, plus accrued and unpaid interest thereon(including Additional Interest, if any, to, but not including, ) to the applicable Redemption Date, redemption date (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on June February 1 of each of the years indicated below: 2025 105.250YEAR PERCENTAGE 2018 102.938 % 2026 2019 101.958 % 2020 100.979 % 2021 and thereafter 100.000100.000 % (cb) In additionOn or before February 1, 2018, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0a redemption price equal to: (i) 100% of the aggregate principal amount of the Notes at a redemption price equal to 110.500% of the aggregate principal amount thereofbe redeemed, plus accrued and unpaid interest thereoninterest, if any, to, but not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds redemption date (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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 an Interest Payment Date that is on or prior to the relevant interest payment redemption date), following plus (ii) the consummation of a Change of Control if at least 90.0Make Whole Amount. (c) On or before February 1, 2016, the Issuers may on any one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of Notes issued hereunder with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 105.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on a record date to receive interest due on the relevant Interest Payment Date); provided that (i) at least 65% of the aggregate principal amount of Notes issued hereunder remains outstanding prior after each such redemption; and (ii) any redemption occurs within 90 days after the closing of such Equity Offering (without regard to such date of purchase are purchased any over-allotment option). (d) Any redemption pursuant to a Change this Section 3.07 shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through 3.06 hereof.

Optional Redemption. (a) Prior At any time, and from time to June 1time, 2025prior to March 15, 2021, the Issuer maymay redeem the Notes in whole or in part, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03option, at a redemption price equal to 100.0the greater of: (1) 100% of the principal amount of such Notes redeemed redeemed; and (2) the excess of: (i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such redemption price being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Applicable Premium Note through March 15, 2021 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as ofof such redemption date plus 50 basis points; over (ii) the principal amount of the Note, (3) plus, and in each case, any accrued and unpaid interest, if any, to, but not including, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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). In the event of any redemption pursuant to this clause (a), following the consummation Issuer shall calculate or cause the calculation of a Change of Control if at least 90.0the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. (b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaid interest, if any, 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) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuer from one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to such March 15, 2021. (d) On or after March 15, 2021, the 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, but not including, the applicable date of purchase are purchased redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2021 104.313 % 2022 102.156 % 2023 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to a Change this paragraph 6 shall be made pursuant to the provisions of Control Offer Sections 5.1 through 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to such Change of Controlthe Notes.

Optional Redemption. (a) Prior Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company shall not have the option to June redeem the Notes prior to May 1, 20252014. Thereafter, the Issuer may, at its Company shall have the option and at any time, to redeem all or a part of the Notes, in whole or in part, upon notice as described in Section 3.03not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.0% the Redemption Prices (expressed as percentages of the principal amount of Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, thereon to the applicable date of redemption Redemption Date (the “Redemption Date”), subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June May 1 of each of the years indicated below: 2025 105.2502014 104.875% 2026 2015 103.250% 2016 101.625% 2017 and thereafter 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to May 1, 2014, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes theretofore issued under the Indenture at a Redemption Price of 106.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes theretofore issued remains outstanding immediately following each such redemption and (ii) the redemption shall occur within 60 days of the closing of any such Equity Offering. (c) In addition, at any time prior to June May 1, 20252014, the Issuer may, Company may redeem all or part of the Notes at its option and at any time, redeem up a Redemption Price equal to 40.0the sum of (i) 100% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest thereonand Additional Interest, if any, to, but not including, to the applicable Redemption Datedate of redemption, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlInterest Payment Date.

Optional Redemption. (a) Prior At any time prior to June December 1, 20252027, the Issuer may, Issuers may at its their option and at any time, on one or more occasions redeem all or a part of the Notes, upon notice as described in under Section 3.033.03 of the Indenture, at a redemption price (as calculated by the Company) equal to 100.0the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to, but not includingexcluding, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) From and after June At any time prior to December 1, 20252027, the Issuer Issuers may, at its their option and at any timeon one or more occasions, redeem up to 40% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 106.875% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all or a part 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 Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to December 1, 2027. (e) On and after December 1, 2027, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice as described in accordance with Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, 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 June December 1 of in each of the years indicated below: 2025 105.250Year Percentage 2027 103.438 % 2026 2028 101.719 % 2029 and thereafter 100.000100.000 % (cf) In addition, at any time prior Any redemption pursuant to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% Section 3.07 of the aggregate principal amount of Notes at a redemption price equal Indenture shall be made pursuant to 110.500% Sections 3.01 through 3.06 of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemptionIndenture. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control.

Optional Redemption. (a) Prior At any time and from time to June 1time prior to April 15, 20252022, the Issuer maymay redeem the Notes in whole or in part, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03option, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest, if any, to, to but not including, excluding the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From At any time and after June 1from time to time prior to April 15, 20252022, the Issuer may, at its option and at any timeoption, redeem all or a part up to 40% of the Notes, upon notice as described in Section 3.03aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes issued after the Issue Date), at a redemption price equal to 110.000% of the redemption prices (expressed as percentages of principal amount on of the Redemption Date) set forth belowNotes redeemed, plus accrued and unpaid interest thereonto, but excluding, the Redemption Date, with an amount not to exceed the net cash proceeds received by, or contributed to, the Issuer from any Equity Offering; provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes issued after the Issue Date) remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2022. (d) At any time and from time to time on and after April 15, 2022, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of principal amount of the Notes redeemed set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not includingexcluding, 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 June 1 April 15 of each of the years indicated below: 2025 105.2502022 105.000 % 2026 and thereafter 100.0002023 102.500 % 2024 100.000 % (ce) In addition, at any time prior to June 1, 2025, Unless the Issuer may, at its option and at any time, redeem up to 40.0% defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes at a or portions thereof called for redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, on the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (df) The Issuer may, at its option and at any time, redeem Any redemption pursuant to this paragraph 6 shall be made pursuant to the Notes at 101.0% provisions of Sections 5.1 through 5.6 of the aggregate principal amount thereof, 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, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of ControlIndenture.

Optional Redemption. (a) Prior Except as set forth in clauses (b), (d) and (e) of this Section 5 and in clauses (c), (g) and (h) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to June May 1, 20252023. (b) At any time prior to May 1, 2023, the Issuer may, at its option and at any timeon one or more occasions, redeem all or a part of the Notes, upon notice as described in accordance with Section 3.033.03 of the Indenture, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed redeemed, plus (B) the 2028 Applicable Premium as ofof the Redemption Date, and plus (C) accrued and unpaid interest, if any, to, but not includingexcluding, the applicable date of redemption (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. (bc) From On and after June May 1, 20252023, the Issuer may, at its option and at any timeon one or more occasions, redeem all or a part of the Notes, in whole or in part, upon notice as described in accordance with Section 3.033.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount on of the Redemption DateNotes to be redeemed) set forth below, plus accrued and unpaid interest thereoninterest, if any, thereon to, but not includingexcluding, 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 June May 1 of each of the years indicated below: 2023 102.875 % 2024 101.438 % 2025 105.250% 2026 and thereafter 100.000100.000 % (cd) In addition, at any time On or prior to June May 1, 20252023, the Issuer may, at its option and at any timeon one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.500105.750% of the aggregate principal amount thereofof the Notes redeemed, with an amount not to exceed 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 an Equity Offering, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the applicable 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that (A) at least 60.050.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption (unless all such Notes are redeemed substantially concurrently); and (B) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (de) The Issuer mayIn connection with any tender offer for the Notes, at its option and at including without limitation any timeChange of Control Offer or Alternate Offer, redeem the Notes at 101.0if Holders of not less than 90% of the in aggregate principal amount thereofof the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, plus or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 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 (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest thereonto any Holder in such tender offer payment) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not excluding, the Redemption Date. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the applicable related Equity Offering or other transaction. The Issuer may redeem the 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 and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, subject to or by the right of Holders of record on Redemption Date so delayed. In addition, the relevant record date to receive interest due on the relevant interest Issuer may provide in such notice that payment date, following the consummation of a Change of Control if at least 90.0% of the Notes outstanding prior to such date redemption price and performance of purchase are purchased pursuant to a Change of Control Offer the Issuer’s obligations with respect to such Change of Controlredemption may be performed by another Person. The Issuer and its Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. (a) Prior to June On or after May 1, 20252017, the Issuer Company may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date), if redeemed during the twelve-month period beginning on May 1st of the years indicated below: 2017 103.688% 2018 102.458% 2019 101.229% 2020 and thereafter 100.000% (b) In addition, at any time and from time to time prior to May 1, 2015, the Company may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture (including the principal amount of any Additional Notes issued under this Supplemental Indenture) at a redemption price equal to 107.375% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the aggregate principal amount of Notes (including the principal amount of any Additional Notes issued under this Supplemental Indenture) shall remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company shall complete such redemption no later than 180 days after the closing of the related Equity Offering. Notice of any redemption pursuant to this clause (b) may be given prior to the completion of the applicable Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of such Equity Offering. If any such conditions do not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the Notes to be redeemed in the same manner in which the notice of redemption was given. (c) If a Change of Control occurs at any time prior to May 1, 2013, the Company may, at its option and at any timeoption, redeem all or a part all, but not less than all, of the Notes, Notes upon notice as described in Section 3.03not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.0110% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). If the Company elects to exercise this redemption right, the Company must do so by mailing a redemption notice to each Holder at its registered address with a copy to the Trustee within 60 days following the Change of Control (or, at the Company’s option, prior to such Change of Control but after the transaction giving rise to such Change of Control is publicly announced). Any such redemption may be conditioned upon the Change of Control occurring if the notice is mailed prior to the Change of Control. If the Change of Control does not occur, the Company will provide prompt written notice to the Trustee rescinding such redemption, and such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice, the Trustee will promptly send a copy of such notice to the Holders of the Notes in the same manner in which the notice of redemption was given. If the Company exercises its redemption right pursuant to this Section 3.07(c), the Company will not be required to make the Change of Control Offer under Section 4.17 unless or until there is a default in payment of the redemption price. (d) The Notes may also be redeemed, in whole or in part, at any time or from time to time prior to May 1, 2017 at the option of the Company at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the applicable redemption date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, 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). (e) The Notes may also be redeemed, as a whole, following the consummation of a certain Change of Control if Offers, at least 90.0% of the Notes outstanding prior redemption price and subject to such date of purchase are purchased the conditions set forth in Section 4.17(h). (f) Any redemption pursuant to a Change this Section 3.07 (other than as expressly provided otherwise in this Section 3.07) shall be made pursuant to the provisions of Control Offer with respect to such Change of ControlSection 3.01 through Section 3.06.

Optional Redemption. (a) Prior to June 1, 2025Except as set forth in subparagraphs (b) and (d) of this Paragraph 5, the Issuer mayNotes will not be redeemable at the Company’s option prior to August 15, at its option and at any time2023. On or after August 15, 2023, the Company may redeem all or a part of the NotesNotes 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, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 6 With respect to Notes issued on the Issue Date. 7 With respect to Notes issued on the Issue Date. Year Percentage 2023 101.938% 2024 100.969% 2025 and thereafter 100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on and after the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to August 15, 2023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 103.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date with the net cash proceeds of one or more Equity Offerings of the Company; provided that (1) at least 60% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Notices of any redemption of the notes may be subject to the satisfaction of one or more conditions precedent established by the Company, in its sole discretion. If applicable, such notice shall state that, at the discretion of the Company, the redemption date may be delayed until such time as any or all such conditions have been satisfied (or waived). In addition, any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to the prior paragraph may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such Equity Offering and may be given prior to the completion thereof. (d) At any time prior to August 15, 2023, the Company may redeem all or a part of the notes upon notice as described in Section 3.03, 3.03 of the Indenture at a redemption price equal to 100.0100% of the principal amount of Notes the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, excluding the applicable date of redemption (the “Redemption Date”)date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after June 1, 2025, the Issuer may, at its option and at any time, redeem all or a part of the Notes, upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) 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 June 1 of each of the years indicated below: 2025 105.250% 2026 and thereafter 100.000% (c) In addition, at any time prior to June 1, 2025, the Issuer may, at its option and at any time, redeem up to 40.0% of the aggregate principal amount of Notes at a redemption price equal to 110.500% of the aggregate principal amount thereof, 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, with the net proceeds (other than Otherwise Applied Proceeds) of one or more Equity Offerings (within 180 days of the consummation of each such Equity Offering); provided that at least 60.0% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption. (d) The Issuer may, at its option and at any time, redeem the Notes at 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, following the consummation of a Change of Control if at least 90.0% . Calculation of the Notes outstanding prior to Applicable Premium will be made by the Company or on its behalf by such date Person as the Company may designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Controlthe Trustee.