Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to February 1, 2017, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) Except as set forth in this Paragraph 5 and Paragraph 7(a)(ii), the Notes will not be redeemable at the Issuers’ option. (b) At any time prior to February 1July 15, 20172015, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to but not including, the redemption date using an amount of cash equal to the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by an Issuer or a Subsidiary of an Issuer) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to July 15, 2015, the Notes may be redeemed in whole or in part at the option of the Issuers upon not less than 30 days nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, redemption (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the interest payment date). (d) On or after July 15, 2015, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 days nor more than 60 days’ notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register (or otherwise in accordance with the procedures of DTC), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the period set forth below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date. (c) Except pursuant : On or after July 15, 2015 to subsections (a) January 14, 2016 104.625 % On or after January 15, 2016 to July 14, 2016 103.469 % On or after July 15, 2016 to January 14, 2017 102.313 % On or after January 15, 2017 to July 14, 2017 101.156 % July 15, 2017 and (b) thereafter 100.000 % Unless the Issuers default in the payment of this Section 3.07 and Section 3.08the redemption price, interest will cease to accrue on the Notes will not be redeemable at or portions thereof called for redemption on the Issuer’s optionapplicable redemption date.

Optional Redemption. (a) At any time prior to February 1September 15, 20172020, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to September 15, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (aSection 3.07(a), Section 3.07(b) and (b) of this Section 3.07 and Section 3.083.10 hereof, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to September 15, 2022. (d) On or after September 15, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 102.938 % 2023 101.958 % 2024 100.979 % 2025 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to February 1March 31, 20172016, the Issuer Company may redeem on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice (calculated after giving effect to the Trustee and Holders any issuance of Notes, Additional Securities) at a redemption price equal to 106.25of 104.875% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by OI Inc. to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock (other than Disqualified Stock) of the Company; provided that: (i1) at least 6560% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiariescalculated after giving effect to any issuance of Additional Securities) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by OI Inc. and its Subsidiaries); and (ii2) such the redemption occurs not more than 180 must occur within 60 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to maturity, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticeprior notice to Holders as provided under Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if any, to the date of redemption, redemption (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on such Notes on the relevant interest payment date). (c) Except Any such redemption and notice pursuant to subsections (a) and (b) Section 3.08 of this Section 3.07 and Section 3.08the Indenture may, in the Notes will not Company’s discretion, be redeemable at the Issuer’s option.subject to satisfaction of one or more conditions precedent

Optional Redemption. (a) At any time prior to February 1January 15, 20172027, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this IndentureIndenture prior to the redemption date, upon not less than 30 10 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject with an amount not to exceed the rights amount of Holders of the 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 OfferingsOfferings consummated after the Issue Date; provided that: (i1) at least 6550% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed pursuant to another provision described under this Article 3); and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to January 15, 2027, the Issuer may on any one or more occasions redeem all or a any part of the Notes, Notes upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Redemption Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption. (c) On or after January 15, 2027, the Issuer may on any one or more occasions redeem all or any part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of principal amount of the Notes) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2027 103.500% 2028 101.750% 2029 and thereafter 100.000% 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. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer, and accordingly the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date, subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date falling prior to or on the redemption date. (c) Except pursuant to subsections (a) . In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and (b) not validly withdrawn such Notes in a tender offer, including a Change of this Section 3.07 and Section 3.08Control Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Notes will not be redeemable at Issuer or by funds controlled or managed by any Affiliate of the Issuer’s option, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer, including a Change of Control Offer or Asset Sale Offer, as applicable.

Optional Redemption. (a) At any time prior to February 115, 20172024, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 15 nor more than 60 days’ notice to the Trustee and Holders of Notes(except as provided in Section 3.03 hereof), at a redemption price equal to 106.25107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (aSection 3.07(a), Section 3.07(b) and (b) of this Section 3.07 and Section 3.083.10 hereof, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 15, 2024. (d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. ​ (a) At Except as provided in this Section 5 and Section 6, the Notes are not redeemable until July 31, 2022. ​ (b) On and after July 31, 2022, the Issuers may redeem all or, from time to time, part of the Notes upon not less than 10 nor more than 60 days’ notice to the Holder, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Additional Amounts (as defined below), 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 July 31 of the years indicated below: ​ ​ ​ ​ ​ ​ ​ 2022 ​ 104.6875% ​ ​ ​ 2023 ​ 102.34375% ​ ​ ​ 2024 ​ 101.0000% ​ ​ ​ 2025 ​ 100.000% ​ Any such redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any time or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed; provided that in no case shall the notice have been delivered less than 10 days or more than 60 days prior to February 1, 2017the date on which such redemption (if any) occurs. In addition, the Issuer Issuers may provide in such notice that payment of the redemption price and ​ ​ ​ performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. ​ (c) Prior to July 31, 2022, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture(including the principal amount of any Additional Notes), upon not less than 30 10 nor more than 60 days’ notice to notice, with funds in an aggregate amount (the Trustee and Holders “Redemption Amount”) not exceeding the Net Cash Proceeds of Notes, one or more Equity Offerings at a redemption price equal to 106.25of 109.375% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the applicable redemption date (subject to the rights right of Holders of the Notes record 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: (i1) at least 65% of the aggregate original principal amount of the Notes issued under this Indenture (excluding Notes held by including the Issuer and its Subsidiariesprincipal amount of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (ii2) such the redemption occurs not more than 180 within 120 days after the date of the closing of the relevant such Equity Offering.. ​ (bd) The Issuer Prior to July 31, 2022, the Issuers may on any one or more occasions redeem all or or, from time to time, a part of the Notes, Notes upon not less than 30 10 nor more than 60 days’ notice, notice at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) ). Any such redemption and (b) of this Section 3.07 and Section 3.08notice may, the Notes will not be redeemable at the Issuer’s option.Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. ​

Optional Redemption. (a) At any time prior to February 1May 15, 20172010, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to Indenture (including any Additional Notes issued after the Trustee and Holders of Notes, Issue Date) at a redemption price equal to 106.25112.50% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes but excluding Notes held by the Issuer and Parent or its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 120 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) . Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraph, the Notes will not be redeemable at the Issuer’s option.'s option prior to May 15, 2012. The Issuer is not, however, prohibited under this Indenture from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise so long as the acquisition does not violate the terms of this Indenture. On or after May 15, 2012, 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 on the Notes to be redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Optional Redemption. (a) At any time prior to February 115, 20172024, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 30 15 nor more than 60 days’ notice to (except as provided in Section 3.03 of the Trustee and Holders of NotesIndenture), at a redemption price equal to 106.25107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i) at least 6560% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; andredemption such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); (ii) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 of the Indenture), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to subsections (aparagraph 6(a) and (b6(b) of this Section 3.07 and Section 3.08paragraph 10 hereof, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 15, 2024. (d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) At any time prior to February 115, 20172024, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 15 nor more than 60 days’ notice to the Trustee and Holders of Notes(except as provided in Section 3.03 hereof), at a redemption price equal to 106.25105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 3.07(a), Section 3.07(b), Section 3.10 and Section 3.083.11 hereof, the Notes will not be redeemable at the Issuer’s optionoption prior to February 15, 2024. (d) On or after February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 102.813 % 2025 101.406 % 2026 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to February 115, 20172024, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 30 15 nor more than 60 days’ notice to the Trustee and Holders of Notes, (except as provided in Section 3.03 hereof) at a redemption price equal to 106.25105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i) at least 6560% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to subsections (aparagraph 6(a) and (b6(b) of this Section 3.07 and Section 3.08paragraphs 10 and 11 hereof, the Notes will not be redeemable at the Issuer’s optionoption prior to February 15, 2024. (d) On or after February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2024 102.813 % 2025 101.406 % 2026 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.

Optional Redemption. (a) At any time prior to February 1July 15, 20172026, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 30 15 nor more than 60 days’ written notice to the Trustee and Holders of Notes(except as provided in Section 3.03 hereof), at a redemption price equal to 106.259.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to July 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ noticewritten notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (aSection 3.07(a), Section 3.07(b) and (b) of this Section 3.07 and Section 3.083.10 hereof, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to July 15, 2026. (d) On or after July 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ written notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2026 104.563 % 2027 102.281 % 2028 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a1) Except as set forth in clauses (2) to (4) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to September 15, 2020. Beginning on September 15, 2020, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on September 15 of the years indicated below: 2020 102.875 % 2021 101.917 % 2022 100.958 % 2023 and thereafter 100.000 % (2) At any time prior to February 1September 15, 20172018, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesin accordance with Section 3.03 hereof, at a redemption price (expressed as a percentage of principal amount) equal to 106.25105.75% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to (but excluding) the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided that: provided, however, that (i) at least 65% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains remain outstanding immediately after the occurrence of following such redemption; and redemption and (ii) any such redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant any such Equity Offering. (b3) The Issuer may on If the Company becomes obligated to pay any one Additional Amounts because of a change in the laws or more occasions redeem all regulations of Canada or any Canadian Taxing Authority, or a part 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, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto (but excluding) the redemption date, if anyprovided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the date 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 redemptionSection 4.20 hereof with respect to such Holder’s Notes; provided, subject further, that if any Holder waives such compliance, the Company may not redeem that Holder’s Notes pursuant to this Section 3.07(3). (4) Prior to September 15, 2020, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 hereof, at a redemption price equal to the rights greater of Holders (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes on to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the relevant record date to receive interest due on the relevant interest payment redemption date. (c5) Except Any prepayment pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. Except as described below, the Notes are not redeemable at the Issuers’ option until December 1, 2012. From and after December 1, 2012, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (aexpressed as percentages of principal amount) At any time set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: Year Percentage 2012 106.000 % 2013 103.000 % 2014 and thereafter 100.000 % In addition, prior to February December 1, 20172012, the Issuer may on any one or more occasions Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25112.000% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding, the redemption date (Redemption Date, subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds of one or more Equity OfferingsOfferings of the Issuers or any direct or indirect parent of the Issuers to the extent such net proceeds are contributed to the Issuers; provided that: (i) that at least 65% of the aggregate principal amount of Notes originally issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii) provided further that each such redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant each such Equity Offering. (b) The Issuer . At any time prior to the final maturity date of the Notes, the Issuers may on any one or more occasions also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February January 1, 20172021, the Issuer may Company may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturethe Indenture (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice to as provided in the Trustee and Holders of NotesIndenture, at a redemption price equal to 106.25111.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with in an amount of cash not greater than the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (iA) at least 65% of the aggregate principal amount of Notes originally issued under this the Indenture (including any Additional Notes but excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (iiB) such the redemption occurs not more than within 180 days after the date of the closing of the relevant such Equity Offering. (b) The Issuer may At any time prior to January 1, 2021, the Company may, on any one or more occasions occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to the sum of: (A) 100% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as ofof the redemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) The Company may redeem Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraphs, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to January 1, 2021. (e) On or after January 1, 2021, the Company may, on any one or more occasions, redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the periods set forth below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: January 1, 2021 to December 31, 2021 108.438 % January 1, 2022 to June 30, 2022 105.625 % July 1, 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) At Except as described in paragraph 5(b) below, Services shall not have the right to redeem any time Notes prior to February 1, 20172002. On or after February 1, 2002, Services will have the Issuer may on right to redeem all or any one or more occasions redeem up to 35% part of the Notes in cash at the redemption prices (expressed as a percentage of the aggregate principal amount thereof) set forth below, in each case plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date) if redeemed during the 12-month period beginning February 1, of the years indicated below: Year Redemption Price ---- ---------------- 2002 105.000% 2003 103.333% 2004 101.677% 2005 and thereafter 100.000% (b) In addition, in the event of the first to occur prior to February 1, 2000 of (i) a public offering of by Services or CCPR of Capital Stock (other than Disqualified Stock) for gross proceeds of $50 million or more or (ii) a sale or series of related sales by Services or CCPR of its Common Stock to one or more Strategic Equity Investors in a transaction not involving a Change of Control for an aggregate purchase price of $35 million or more (a "Strategic Equity Investor Sale"), Services may, at its option, use all or any portion of the net proceeds thereof to redeem up to a maximum of 33-1/3% of the original aggregate principal amount at maturity of the Notes issued under this at a redemption price equal to 109% of the principal amount of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, (determined at the redemption date); provided, however, that such redemption may be effected only to the extend that not less than 66-2/3% of the original aggregate principal amount at maturity of the Notes shall remain outstanding immediately after such redemption. Any such redemption may be effected only once and must be effected upon not less than 30 nor more than 60 days notice given within 30 days following such public equity offering or the most recent such sale to a Strategic Equity Investor, as the case may be, provided, however, that if as a result of the same transaction, Services is required to make an Asset Sale Offer, pursuant to Section 4.14 of the Indenture, concurrently with its making of a Strategic Equity Investor Sale, Services shall make the Asset Sale Offer no later than 30 days following such Strategic Equity Investor Sale and, if such Asset Sale Offer is made, any redemption from the Strategic Equity Investor Sale must be effected upon not less than 30 nor more than 60 days’ ' notice to given within 30 days following the Trustee and Holders of Notes, at a redemption price equal to 106.25% consummation of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateAsset Sale Offer. (c) Except pursuant to subsections (a) and (b) In the case of this Section 3.07 and Section 3.08a partial redemption, the Trustee shall select the Notes will not or portions thereof for redemption on a pro rata basis or in such other manner as it deems appropriate and fair. The Notes may be redeemable at the Issuer’s optionredeemed in part in multiples of $1,000 only.

Optional Redemption. (a) At any time prior Prior to February April 1, 20172021, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued outstanding under this Indenture, upon Indenture (which may include Additional Notes) with an amount of cash not less greater than 30 nor the amount of the net cash proceeds from one or more than 60 days’ notice to the Trustee and Holders of Notes, Equity Offerings at a redemption price equal to 106.25107.500% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountson the Notes redeemed to, if anybut not including, to the redemption date (subject to the rights of Holders of the Notes record 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: (i1) at least 65% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii2) such the redemption occurs not more than within 180 days after the date of the closing of the relevant such Equity Offering. (b) The Issuer may on At any one or more occasions time and from time to time prior to April 1, 2021, the Company may, at its option, redeem all or a part portion of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium as of, and with respect to the Notes plus accrued and unpaid interest and Additional Amountsthereon to, if anybut not including, to the date of redemptionredemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as set forth in Section 4.14(c)) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to subsections the Change of Control Offer or Alternate Offer described in Section 4.14, 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 rights of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (d) Except as provided in the preceding paragraphs (a), (b) and (b) of this Section 3.07 and Section 3.08c), the Notes will not be redeemable at the IssuerCompany’s optionoption prior to April 1, 2021. (e) On and after April 1, 2021, the Company may redeem all or a part of the Notes, from time to time, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest on the Notes redeemed to, but not including, the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below: 2021 105.625% 2022 103.750% 2023 101.875% 2024 100.000% (f) Unless the Company defaults in the payment of the redemption price, interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06.

Optional Redemption. (a) At any time prior to February May 1, 2017, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders holders of the 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: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant Equity Offeringsuch equity offering. (b) The Issuer At any time prior to May 1, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraphs, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to May 1, 2019. (d) On or after May 1, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on May 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: 2019 103.125 % 2020 102.083 % 2021 101.042 % 2022 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February 1April 15, 20172016, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25108.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of from one or more Equity OfferingsOfferings by the Company; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to April 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) The Company may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (d) Except pursuant to subsections Sections 3.07(a), (ab) and (bc) of this Section 3.07 and Section 3.08hereof, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to April 15, 2016. (e) On or after April 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2016 106.563 % 2017 104.375 % 2018 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February 1October 31, 20172026, the Issuer Company may on any one redeem the Notes in whole or more occasions redeem up to 35% in part, at its option, in accordance with the applicable provisions of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of NotesArticle V, at a redemption price (expressed as a percentage of principal amount of the Notes to be redeemed) equal to 106.25100.000% of the principal amount of the Notes redeemed, redeemed plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to October 31, 2026, the Company may, on one or more occasions, in accordance with the applicable provisions of this Article V, redeem up to 40.0% of the aggregate principal amount of Notes issued under this Indenture (including Additional Notes) at a redemption price (expressed as a percentage of principal amount of the Notes to be redeemed) equal to 107.250% of the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company from any Equity Offerings of the Company; provided that not less than 50.0% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by Holdings, the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) In addition, at any time and from time to time prior to October 31, 2026, the Company may redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes) during any twelve-month period, in accordance with the applicable provisions of this Article V, at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. (d) [Reserved]. (e) Except pursuant to subsections clauses (a), (b) and (bc) of this Section 3.07 and Section 3.085.7, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to October 31, 2026. (f) At any time and from time to time on or after October 31, 2026, the Company may redeem the Notes, in whole or in part, in accordance with the applicable provisions of this Article V, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 31 of each of the years indicated in the table below: Period Percentage 2026 103.625 % 2027 101.813 % 2028 and thereafter 100.000 % (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (h) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (i) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At Except pursuant to paragraphs (b), (c) and (d) of this Section 5, the Notes will not be redeemable at the Issuers’ option prior to February 1, 2027. On or after February 1, 2027, the Issuers 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 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 February 1 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: Year Percentage 2027 103.313 % 2028 101.656 % 2029 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 1, 20172027, the Issuer Issuers may on any one or more occasions redeem redeem, upon prior notice in accordance with Section 3.03 of the Indenture, 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 to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 106.625% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the redemption date Redemption Date (subject to the rights right of Holders of the Notes 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 an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i) that at least 65% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Issuer Antero Midstream Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such and the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 1, 2027, the Issuers may on any one or more occasions also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeprior notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment datedate that is on prior to the Redemption Date. (cd) Except pursuant to subsections (a) and (bThe Issuers may also redeem the Notes as provided in Section 4.15(d) of this Section 3.07 the Indenture, on the terms and Section 3.08, subject to the Notes will not be redeemable at the Issuer’s optionconditions set forth therein.

Optional Redemption. (a) At Except as set forth in the following paragraphs, the Notes shall not be redeemable at the Company’s option prior to October 1, 2008. On or after October 1, 2008, the Notes shall be subject to redemption at any time prior to February 1, 2017, at the Issuer may on any one or more occasions redeem up to 35% option of the aggregate principal amount of Notes issued under this IndentureCompany, in whole or in part, upon not less than 30 nor more than 60 days’ notice notice, at the redemption prices (expressed as percentages of principal amount at maturity thereof) set forth below plus accrued and unpaid interest to the Trustee applicable redemption date, if redeemed during the twelve month period commencing on October 1 of the year set forth below: 2008 105.250 % 2009 102.625 % 2010 and Holders of Notesthereafter 100.000 % In addition, prior to October 1, 2008, the Company may 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 a redemption price equal to 106.25100% of the principal amount of Accreted Value thereof plus the Notes redeemedApplicable Premium as of, plus accrued and unpaid interest and Additional Amountsadditional amounts, if anyany to, to the applicable redemption date (subject to the rights right of the Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to October 1, 2007, the Company may at its option on one or more occasions redeem the Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount at maturity of the Notes (which includes Additional Notes, if any) originally issued at a redemption price of 110.50% of the Accreted Value thereof (and Additional Interest, if any) as of the applicable redemption date, with the net cash proceeds of from one or more Equity Offerings; provided that: provided, however, that (i) at least 65% of the original aggregate principal amount at maturity of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and and (ii) each such redemption occurs not more than 180 within 90 days after the date of the closing of the relevant related Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February August 1, 20172021, the Issuer Partnership may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesas provided in Section 3.03 hereof, at a redemption price equal to 106.25109.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the redemption date), with in an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to August 1, 2021, the Partnership may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (aas set forth in Sections 3.07(a), Section 3.07(b) and (b) of this Section 3.07 and Section 3.08or 4.13(d), the Notes will not be redeemable at the IssuerPartnership’s optionoption prior to August 1, 2021. (d) On or after August 1, 2021, the Partnership may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on August 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 2021 107.125 % 2022 104.750 % 2023 102.375 % 2024 and thereafter 100.000 % Unless the Partnership defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February 1April 15, 20172018, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the 5.625% Notes, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the 5.625% Notes redeemed, redeemed plus the Applicable Premium as calculated by the Issuer as of, and accrued and unpaid interest and Additional Amountsthereon, if anyto, to but not including, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of the 5.625% Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium. (c) At any time or from time to time prior to April 15, 2018, the Issuer, at its option, may redeem up to 40% of the aggregate principal amount of the 5.625% Notes issued under this Supplemental Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 105.625% of the principal amount of the 5.625% Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 60% of the aggregate principal amount of 5.625% Notes issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of any such Qualified Equity Offering. The Trustee shall select the 5.625% Notes to be purchased in the manner described under Section 3.01 through 3.06. (d) Except pursuant to subsections clause (a) and or (b) of this Section 3.07 and Section 3.083.07, the 5.625% Notes will may not be redeemable redeemed prior to April 15, 2018. (e) At any time or from time to time on and after April 15, 2018 the Issuer may redeem the 5.625% Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of 5.625% Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the 5.625% Notes to be redeemed) set forth in the table below, together with accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the 5.625% Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated in the table below: 2018 104.219 % 2019 102.813 % 2020 101.406 % 2021 and thereafter 100.000 % (f) Unless the Issuer defaults in the payment of the redemption price, interest shall cease to accrue on the 5.625% Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption and notice of redemption may, at the Issuer’s optiondiscretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to a Qualified Equity Offering, the consummation of such Qualified Equity Offering). In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed. (h) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06. At any time, the Issuer may acquire 5.625% Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this Supplemental Indenture.

Optional Redemption. (a) At any time prior to February 1, 2017time, the Issuer may on any one or more occasions at its option redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at a redemption price equal to 100% of the principal amount issue price of the Notes redeemed, (including any Additional Notes) being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the Redemption Date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (b) In the event that Holders of not less than 90% of the principal amount of the outstanding Notes validly tender and Additional Amountsdo not withdraw such Notes in a Change of Control Offer and the Issuer, if anyor any third party making a Change of Control Offer in lieu of the Issuer pursuant to Section 4.11, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, on not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at the purchase price specified in the Change of Control Offer plus, to the extent not included in the purchase price specified in the Change of Control Offer, accrued and unpaid interest thereon, to, but excluding, the date of redemption, redemption (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February 1September 15, 20172026, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as described under Section 3.03 hereof, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to thereon, to, but not including, the date of redemptionredemption (the “Redemption Date”). (b) On and after September 15, subject to 2026, the rights Issuers may on one or more occasions redeem all or a part of Holders the Notes, upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date, if redeemed during the twelve-month period beginning on September 15 of each of the relevant record date to receive interest due on the relevant interest payment date.years indicated below: 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 % (c) Except pursuant In addition, prior to subsections September 15, 2026, the Issuers may, at their option, on one or more occasions redeem up to 40.0% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 109.000% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date, with the net cash proceeds received by the Issuers from one or more Equity Offerings; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (other than Notes held by the Issuers or any of their Affiliates) remains outstanding immediately after the occurrence of each such redemption, unless all such Notes are redeemed substantially concurrently, and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) [Reserved]. (e) Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at such time, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchase 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 (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date. (f) Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. 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 Issuers’ 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 Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. (g) If the optional Redemption Date is on or after a Record Date and on or before the corresponding Interest Payment Date, the accrued and unpaid interest, if any, to, but not including, the Redemption Date will be paid on the Redemption Date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuers. (h) Any redemption pursuant to this Section 3.07 and shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (i) In addition to any redemption pursuant to this Section 3.083.07, the Issuers may at any time and from time to time acquire Notes will not be redeemable at by means other than a redemption, whether by tender offer, in the Issuer’s optionopen market, through negotiated transactions, through other privately negotiated transactions or otherwise.

Optional Redemption. (a) At any time prior to February 1April 15, 20172014, 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, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25106.625 % of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer Parent and its Subsidiaries) remains remain outstanding immediately after the occurrence of such redemption; and (ii) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to April 15, 2015, the Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s optionoption prior to April 15, 2015. On or after April 15, 2015, the Issuer may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 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: 2015 103.313 % 2016 101.656 % 2017 and thereafter 100.000 % (d) 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. (e) Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At 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 October 30, 2021. On or after October 30, 2021, the Issuers 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 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 12 month period beginning on October 30 of the years indicated below: 2021 104.563 % 2022 102.281 % 2023 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to February 1October 30, 20172021, the Issuer 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 to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 109.125% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds of one or more Equity Offerings; Offerings by the Company, provided that: (i1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer Prior to October 30, 2021, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to the sum of: (1) 100% of the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium at the redemption date, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date). (cd) Except 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(6) hereof. (e) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through Section 3.06 hereof.

Optional Redemption. (a) At any time prior to February April 1, 20172024, the Issuer Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to April 1, 2024, the Company may, on one or more occasions occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 3540% of the original aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to Indenture on the Trustee and Holders of Issue Date (together with Additional Notes, ) at a redemption price equal to 106.25% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 106.125%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity OfferingsOfferings of the Company; provided that: (i) at least 65that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; and (ii) provided, further that each such redemption occurs not more later than 180 days after the date of the closing of the relevant related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) The Issuer of this Section 5.6, the Notes will not be redeemable at the Company’s option prior to April 1, 2024. (d) At any time and from time to time on or after April 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelvemonth period beginning on April 1 of each of the years indicated in the table below: Year Percentage 2024 103.063% 2025 101.531% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (cf) Except Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, 5.6 shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time prior to February 1, 2017Except as set forth below and in Section 6, the Issuer may on shall not be entitled to redeem the Notes. The Notes will be redeemable, in whole or in part, at the Issuer’s option at any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturetime, upon at least 30 days’ and not less than 30 nor more than 60 days’ notice to the Trustee and Holders of NotesHolders, at a redemption price equal to 106.25% the greater of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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: (i1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as ofsuch Notes, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued and unpaid interest and Additional Amounts, if any, as of the date of redemption) discounted to the date of redemption, subject to redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the rights Adjusted Treasury Rate plus 50 basis points (the greater of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a1) and (b2), the “Optional Redemption Premium”), plus in each case, accrued interest thereon to (but not including) the date of redemption. Notice of optional redemption pursuant to this Section 3.07 5 will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and Section 3.08accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, the on and after such date interest ceases to accrue on such Notes will not be redeemable at the Issuer’s option(or such portions thereof) called for redemption.

Optional Redemption. (a) Except as set forth in Section 3.07(b), (c) and (d), the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to April 30, 2015. Thereafter, the Issuers shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on April 30 of the years indicated below: 2015 104.875% 2016 103.250% 2017 101.625% 2018 and thereafter 100.000% (b) At any time prior to February 1April 30, 20172014, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to (including the Trustee and Holders principal amount of any Additional Notes), at a redemption price equal to 106.25of 106.500% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), 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 Supplemental Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) such the redemption occurs not more than must occur within 180 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer At any time and from time to time prior to April 30, 2015, the Issuers may on any one or more occasions redeem all or a part of the outstanding Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount of the Notes so redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, on the Notes so redeemed to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date. (c) Except . Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through 3.06.

Optional Redemption. (a) Except as described below under clauses 5(b) and 5(c) hereof, the Issuers will not be entitled to redeem the Notes at their option prior to September 15, 2019. 1 With respect to the Initial Notes. 2 With respect to the Initial Notes. (b) At any time prior to February 1September 15, 2019 the Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the redemption date, and, without duplication, accrued and unpaid interest, 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. (c) Until September 15, 2017, the Issuer may Issuers may, at their option, upon notice as described in Section 3.03 of the Indenture, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, by them at a redemption price equal to 106.25105.875% of the aggregate principal amount of the Notes redeemed, thereof plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but excluding, the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) that at least 65% of the aggregate principal amount of Notes originally issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii) provided further that each such redemption occurs not more than 180 within 60 days after of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any such redemption or notice may, at the relevant Issuer’s discretion, be subject to completion of the related Equity Offering. (bd) The Issuer On and after September 15, 2019, the Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice as described in Section 3.03 of the Indenture, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to to, but excluding, the date of redemptionapplicable redemption date, subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date.Interest Payment Date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below: 2019 102.938 % 2020 101.958 % 2021 100.979 % 2022 and thereafter 100.000 % (ce) Except Any redemption pursuant to subsections (a) and (b) this paragraph 5 shall be made pursuant to the provisions of this Section 3.07 and Section 3.08, Sections 3.01 through 3.06 of the Notes will not be redeemable at the Issuer’s optionIndenture.

Optional Redemption. (a) At any time prior to February 1May 15, 20172014, the Issuer may Company may, at its option, on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this IndentureIndenture (calculated after giving effect to any issuance of Additional Notes, upon not less than 30 nor more than 60 days’ notice to as the Trustee and Holders of Notescase may be), at a redemption price equal to 106.25106.500% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the applicable redemption date (date, subject to the rights right of Holders of the 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 OfferingsOfferings (provided, that if the Equity Offering is an offering by any direct or indirect parent company of the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem the Notes is contributed to the equity capital of the Company), or the Net Proceeds of one or more Designated Asset Sales; provided provided, however, that: (i1) at least 6550% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of such Equity Offering or Designated Asset Sale, as the relevant Equity Offeringcase may be. (b) The Issuer Except pursuant to Section 3.07(a), (c), (d) or (e), the Notes will not be redeemable at the Company’s option prior to May 15, 2014; provided, however, the Company may on any one acquire the Notes by means other than a redemption. (c) On or more occasions after May 15, 2015, the Company may redeem all or a part of the Notes, at its option, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Year Percentage 2015 103.250 % 2016 101.625 % 2017 and thereafter 100.000 % (d) At any time prior to May 15, 2015, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if any, to the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date). (ce) Except The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to subsections the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to this Section 3.07(e), the Company will deliver to each Trustee: (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 and Section 3.08, shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February 1April 15, 20172007, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes, if any) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 109.50% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that: (i1) at least 65% of the aggregate principal amount of Notes (including Additional Notes, if any) issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 45 days after of the date of the closing of the relevant any such Equity Offering. (b) The Issuer Except pursuant to Section 3.07(a), the Notes shall not be redeemable at the Company's option prior to April 15, 2009. (c) On or after April 15, 2009, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ ' notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed, amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemed, to the date applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of redemptionthe years indicated below, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.:

Optional Redemption. (a) At any time prior to February 1April 15, 20172026, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticeprior notice (provided that the Issuer may give more than 60 days’ prior notice if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, to, but not including, the date of redemption (the “Redemption Date”). 1 With respect to the Initial Notes. 2 With respect to the Initial Notes. On or after April 15, 2026, the Issuer may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice (provided that the Issuer may give more than 60 days’ prior notice if the notice is issued in connection with a defeasance of the Notes or a satisfaction and Additional Amountsdischarge of this Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2026 103.125% 2027 101.563% 2028 and thereafter 100.000% Notwithstanding the foregoing, at any time prior to April 15, 2026, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture, at a redemption price of 106.25% 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 Public Equity Offerings; provided that: (a) at least 60% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and of its Subsidiaries); and (b) the redemption must occur within 180 days of the date of redemptionthe closing of such Public Equity Offering. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption (subject to the rights satisfaction of Holders any applicable conditions precedent). On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee or the Paying Agent. In connection with any redemption of the Notes on (including with the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) net cash proceeds of this Section 3.07 and Section 3.08a Public Equity Offering), the Notes will not be redeemable any such redemption may, at the Issuer’s optiondiscretion, be subject to one or more conditions precedent, including, but not limited to, completion of a sale of common stock or other corporate transaction (including any related Public Equity Offering). In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuer may acquire Notes by means other than a redemption, whether by 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 the Indenture.

Optional Redemption. (a) At any time prior to February November 1, 20172022, the Issuer Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2022, the Company may on any one or more occasions occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 3540.0% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Indenture on the Issue Date (together with Additional Notes, ) at a redemption price equal to 106.25% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 106.500%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity OfferingsOfferings of the Company; provided that: (i) at least 65that not less than 60% of the aggregate principal amount of the then-outstanding Notes issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; and (ii) provided, further, that each such redemption occurs not more later than 180 days after the date of the closing of the relevant related Equity Offering. (b) . The Issuer may on any one or more occasions redeem all or a part Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateIndenture. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February 1January 15, 20172010, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 108.00% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed to the redemption date (date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), dates with the net cash proceeds of one or more Equity OfferingsOfferings of the Company; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) Except pursuant to Sections 3.07(a) and 3.07(d), the Notes will not be redeemable. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (d) The Issuer Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice' 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 the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes to be redeemed to the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February 1August 15, 20172023, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, Indenture upon not less than 30 15 days nor more than 60 days’ days prior notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25of 103.875% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes to be redeemed to, but excluding, the redemption date (date, subject to the rights of Holders of the Notes record 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 OfferingsOfferings of the Company; provided that: (i1) at least 6560% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant Equity Offering. (b) The Issuer may on Any redemption or notice of any redemption with the proceeds of an Equity Offering pursuant to Section 3.07(a) may, at the Company’s discretion, be subject to one or more occasions conditions precedent, including, but not limited to, completion of such Equity Offering and may be given prior to the completion thereof. (c) At any time prior to August 15, 2023, the Company may redeem all or a part of the Notes, notes upon not less than 30 nor more than 60 days’ notice, notice as described in Section 3.03 at a redemption price equal to 100% of the principal amount of the Notes redeemed, notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding the date of redemption, subject to the rights of Holders holders of the Notes record 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 its behalf by such Person as the Company may designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. (cd) Except pursuant to subsections paragraphs (a), (b) and (bc) of this Section 3.07 and Section 3.083.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to August 15, 2023. (e) On or after August 15, 2023, the Company may redeem all or a part of the Notes 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, but excluding, 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: 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. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. For the avoidance of doubt, the Company may at any time and from time to time purchase the Notes in the open market or otherwise.

Optional Redemption. (a) At any time prior to February 1July 15, 20172028, the Issuer Company may at its option and on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, notice as described under Section 3.03 hereof at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionRedemption Date, subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to July 15, 2028, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.375% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds 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 payment datethereon, 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 (unless all such Notes are redeemed substantially concurrently) 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, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to subsections clause (a) and ), (b) or (c) of this Section 3.07 and Section 3.083.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to July 15, 2028. (e) On and after July 15, 2028, the Company may at its option and on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below: (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Company or its Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

Optional Redemption. (a) At any time prior to February June 1, 2017, 2026 (the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice date that is three months prior to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the scheduled maturity date of the closing of Notes), the relevant Equity Offering. (b) The Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice to the holders (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the date of redemption (subject to the rights of Holders of Notes on any relevant record date to receive interest due on the applicable interest payment date). (b) At any time on or after June 1, 2026 (the date that is three months prior to the scheduled maturity date of the Notes), the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to the holders (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (d) The Issuers or their affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to subsections one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuers or any such affiliates may determine. (ae) and (b) of Any redemption pursuant to this Section 3.07 and Section 3.08, shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February November 1, 20172021, the Issuer may redeem all or part of the Notes, upon notice as set forth in Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of record of Notes on any the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after November 1, 2021, the Issuer may redeem the Notes, in whole or in part, upon notice as set forth in Section 3.03, at the redemption prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 2021 104.594 % 2022 103.063 % 2023 101.531 % 2024 and thereafter 100.00 % (c) In addition, until November 1, 2021, the Issuer may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25106.125% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but excluding, the redemption date (applicable Redemption Date, subject to the rights right of Holders of the record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with the net cash proceeds of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to Parent; provided that: (i) that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (excluding including any Additional Notes held by issued under this Indenture after the Issuer and its SubsidiariesIssue Date) remains outstanding immediately after the occurrence of each such redemption; and (ii) provided, further, that each such redemption occurs not more than 180 within 120 days after of the date of the closing of the relevant each such Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a1) At any time prior to February 1December 15, 20172027, the Issuer may may, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indentureoccasions, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption date, subject to the rights of the Holders of the such Notes on the relevant record date to receive interest due on the relevant interest payment date. (c2) Except At any time prior to December 15, 2027, the Issuer may, on any one or more occasions, redeem Notes in an amount not to exceed the cash proceeds from any Equity Offering at a redemption price equal to 109.250% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of the Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture; provided that: (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% of the aggregate principal amount of the Initial Notes remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently. (3) At any time on or after December 15, 2027, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at the following redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period beginning on December 15 of each of the years indicated below subject to the rights of the Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date: 2027 104.625 % 2028 102.313 % 2029 and thereafter 100.000 % (4) Notwithstanding the foregoing, in connection with any tender offer for or other offer to purchase the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such an offer in lieu of the Issuer, purchase all of the Notes validly tendered and not withdrawn by such Holders, all Holders will be deemed to have consented to such offer, and the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such offer expiration date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Issuer (notwithstanding any provision of the Indenture to the contrary). (5) If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. (6) If the optional redemption date is on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest in respect of Notes subject to redemption will be paid on the redemption date to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. (7) The aggregate principal amount of any Notes optionally redeemed pursuant to subsections (a) and (b) the foregoing provisions of this Section 3.07 and Section 3.08, paragraph 5 shall be applied to reduce on a dollar-for-dollar basis the Installments of the Notes will not be redeemable at payable pursuant to the Issuer’s optionprovisions described under Article 14 of the Indenture in direct order of Payment Date.

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to June 1, 2024. (b) At any time prior to February June 1, 20172024, the Issuer Issuers may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 15 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25104.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), ) with an amount not to exceed the net cash proceeds of one or more Equity OfferingsOfferings consummated after the Issue Date; provided that: (i1) at least 6550% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer At any time prior to June 1, 2024, the Issuers may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. The Issuers shall notify the Trustee of the Applicable Premium promptly after the calculation, and the Trustee shall not be responsible for such calculation nor shall it verify such calculation. (cd) Except On or after June 1, 2024, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of principal amount of the Notes) set forth below, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 2024 102.438 % 2025 101.219 % 2026 and thereafter 100.000 % In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers) purchases all of the Notes held by such Holders, the Issuers will have the right, given not more than 30 days following the purchase pursuant to subsections the Change of Control Offer described below, to redeem all of the Notes that remain outstanding following such purchase at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (asubject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the repurchase date). If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuers. The Company or any of its Restricted Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise. Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) and (b) of Any redemption pursuant to this Section 3.07 and Section 3.08, shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.01 through 3.06.

Optional Redemption. (a) At any time prior to February March 1, 20172022, the Issuer 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’ prior notice to the Trustee and Holders of Notesin accordance with Section 3.02 hereof, at a redemption price equal to 106.25of 105.750% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date Redemption Date (subject to the rights right of Holders of the Notes 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 an amount of cash not greater than the net cash proceeds of one or more Equity OfferingsOfferings by Antero Midstream Partners; provided that: (i1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by the Issuer Antero Midstream Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer Except pursuant to the preceding paragraph, subsection (d) of this Section 3.07, and Section 4.15(d) hereof, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2022. (c) On or after March 1, 2022, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeprior notice in accordance with Section 3.02 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on March 1 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: 2022 102.875 % 2023 101.917 % 2024 100.958 % 2025 and thereafter 100.000 % (d) At any time prior to March 1, 2022, the Issuers may also redeem all or a part of the Notes, upon prior notice in accordance with Section 3.02 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment datedate that is on or prior to the Redemption Date. The notice need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any redemption pursuant to this Section 3.07(d), Antero Midstream Partners will (i) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption Date and (ii) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail. The Trustee shall not be responsible for any such calculation. (ce) Except Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and or Section 3.084.15(d) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (f) Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes will not be redeemable at or portions thereof called for redemption on the Issuer’s optionapplicable Redemption Date.

Optional Redemption. (a) At any time prior to February August 1, 2017, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including, without limitation, Additional Notes, if any) issued under this Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesas provided in this Indenture, at a redemption price equal to 106.25106.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 65% of the aggregate principal amount of Notes (including, without limitation, Additional Notes, if any) originally issued under this Indenture (excluding Notes held by the Issuer Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to August 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and Section 3.07(a), (b) of this Section 3.07 and Section 3.08), or (e), the Notes will not be redeemable at the Issuer’s optionIssuers’ option prior to August 1, 2017. (d) On and after August 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below: Year Percentage 2017 105.156% 2018 103.438% 2019 101.719% 2020 and thereafter 100.000% (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to February June 1, 2017. On or after June 1, 2017, the Issuer Issuers shall have the option to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), 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 clause (a) of this Section 3.07, 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 this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 107.125% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds of one or more Equity Offerings; , provided that: (i1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (ii2) each such redemption occurs not more than within 180 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer Prior to June 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to the sum of: (1) 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and plus (2) accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (cd) Except The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6). (e) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through Section 3.06 hereof.

Optional Redemption. (a) At any time prior to February June 1, 20172014, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture(including the principal amount of any Additional Notes), upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesas described under Section 3.03, at a redemption price equal to 106.25108.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings by Regency Energy Partners or contributions to Regency Energy Partners’ partners’ capital (including sales of Regency Energy Partners’ common units to Energy Transfer Equity, L.P. (“ETE”) or any of ETE’s Affiliates); provided that: (i1) at least 65% of the aggregate principal amount of Notes issued under this on the date of the Indenture (excluding Notes held by the Issuer Regency Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity OfferingOffering or contribution. (b) The Issuer In addition, at any time prior to June 1, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice 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 ofof the redemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date of redemption, (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date). (c) Except On or after June 1, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03, at the redemption prices (expressed as percentages of the principal amount of Notes redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest due on 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: 2015 104.188 % 2016 102.094 % 2017 and thereafter 100.000 % (d) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, shall be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) The Notes may be redeemed on any one or more occasions, in whole or in part, at any time prior to , 2020, at the option of the Company upon not less than 15 nor more than 60 days’ prior notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) mailed by first class mail (and/or, to the extent permitted by Applicable Procedures or regulations, transmitted electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date). (b) At any time prior to February 1, 20172020, the Issuer Company may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem on any one or more occasions redeem up to 3540% of the aggregate principal amount of the outstanding Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of (including Additional Notes, ) at a redemption price Redemption Price equal to 106.25108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including, the redemption date (subject to the rights right of registered Holders of the Notes on the a relevant record date Record Date to receive interest due on the a relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 6550% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by calculated after giving effect to the Issuer and its Subsidiariesoriginal issuance of any Additional Notes) remains outstanding immediately after the occurrence of any such redemption; and redemption (iiexcluding Notes held by the Company or its Subsidiaries) and (2) any such redemption occurs not more than 180 within 90 days after the date of following the closing of the relevant any such Qualified Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections clause (a) and or (b) of this Section 3.07 and or pursuant to Section 3.083.09, the Notes will shall not be redeemable at the IssuerCompany’s optionoption prior to , 2020. (d) The Notes may be redeemed on any one or more occasions, in whole or in part, at any time on or after , 2020, at the option of the Company upon not less than 15 nor more than 60 days’ prior notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date), if redeemed during the 12-month period beginning on of the years indicated below: 2020 .................................................................................................... 102.000% 2021 .................................................................................................... 101.000% 2022 and thereafter ............................................................................. 100.000% (e) 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) At any time prior to February 1On or after April 15, 20172027, the Issuer may on any one Company may, at its option, redeem all or more occasions redeem up to 35% a part of the aggregate principal amount of Notes issued under this Indenture(which includes Additional Notes, if any) upon not less than 30 ten (10) nor more than 60 sixty (60) days’ notice to the Trustee and Holders of Notesnotice, at a the redemption price equal to 106.25% prices (expressed as percentages of the principal amount of the Notes redeemedamount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to (but not including) the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date)) if redeemed during the twelve (12)-month period beginning on April 15 of the years indicated below: 2027 105.125 % 2028 102.563 % 2029 and thereafter 100.000 % In addition, with at any time prior to April 15, 2027, the net cash proceeds of Company shall be entitled at its option on one or more Equity Offerings; provided that: occasions to redeem Notes (iwhich includes Additional Notes, if any) at least 65in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the which includes Additional Notes, upon not less than 30 nor more than 60 days’ notice, if any) originally issued at a redemption price equal to 100% (calculated by the Company and expressed as a percentage of the principal amount amount) of the Notes redeemed110.250%, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to (but not including) the applicable redemption date of redemption, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that: (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Subsidiaries); and (2) each such redemption occurs within ninety (90) days after the date of closing of the related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to April 15, 2027, the Company shall be entitled at its option to redeem all or a portion of the Notes (which includes Additional Notes, if any) at a redemption price (calculated by the Company) equal to 100% of the principal amount of the Notes (which includes Additional Notes, if any), plus the Applicable Premium as of the applicable redemption date, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date). Notice of such redemption shall be sent to DTC in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than ten (10) nor more than sixty (60) days prior to the redemption date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At Prior to the Applicable Par Call Date, the Company may, at any time prior and from time to February 1time, 2017, redeem in the Issuer may on any one or more occasions redeem aggregate up to 35% of the aggregate principal amount of the applicable series of Notes issued under this Indenture, upon not less than 30 nor (calculated after giving effect to any issuance of Additional Notes of such series) with the net cash proceeds of one or more than 60 days’ notice to Equity Offerings by the Trustee and Holders of Notes, Company at a redemption price equal to 106.25% (expressed as a percentage of principal amount thereof) of 106.875%, in the case of the principal amount 2029 Notes, and 107.375%, in the case of the Notes redeemed2033 Notes, in each case, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date Redemption Date (subject to the rights right of Holders of record of the applicable series of Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds of one or more Equity Offerings; provided however, that: (i) at least 65% of the aggregate principal amount of Notes of such series originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes of such series) (excluding Notes of such series held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such the redemption occurs not more than 180 within 90 days after of the date of the closing of such Equity Offering and is consummated upon not less than 30 days’ nor more than 60 days’ prior notice mailed by or on behalf of the relevant Equity OfferingCompany by first-class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, sent electronically) to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC. (b) The Issuer may on Prior to the Applicable Par Call Date, the Company may, at any one or more occasions time and from time to time, also redeem all or a part of the NotesNotes of the applicable series, upon not less than 30 10 days’ nor more than 60 days’ noticeprior notice mailed by or on behalf of the Company by first-class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes sent electronically) to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100Prior to the Applicable Par Call Date, the Company may, at any time and from time to time, also redeem all or a part of the Notes of the applicable series, upon not less than 10 days’ nor more than 60 days’ prior notice mailed by or on behalf of the Company by first-class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes sent electronically) to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to the sum of (i) 100 the sum of (i) 100.000% of the principal amount of Notes of the Notes redeemed, plus applicable series redeemed and (ii) the Applicable Premium for such series of Notes as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemptionapplicable Redemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and ), (b) or (d) of this Section 3.07 and Section 3.085.07, the Notes will shall not be redeemable at the IssuerCompany’s option. (d) On or after the Applicable Par Call Date, the Company may on one or more occasions redeem all or a part of the Notes of the applicable series (which, for the avoidance of doubt, includes Additional Notes of such series, if any) upon not less than 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount on the Redemption Date) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period, beginning on each date set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: November 1, 2026 103.438% May 1, 2028 103.688% November 1, 2027 101.719% May 1, 2029 101.844% November 1, 2028 and thereafter 100.000% May 1, 2030 and thereafter 100.000% (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this Section 5.07 shall be made pursuant to the provisions of Sections 5.01 through 5.06.

Optional Redemption. (a) At any time prior to February 1May 15, 20172014, the Issuer may Company may, at its option, on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenturethe Indenture (calculated after giving effect to any issuance of Additional Notes, upon not less than 30 nor more than 60 days’ notice to as the Trustee and Holders of Notescase may be), at a redemption price equal to 106.25106.500% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the applicable redemption date (date, subject to the rights right of Holders of the 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 OfferingsOfferings (provided, that if the Equity Offering is an offering by any direct or indirect parent company of the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company), or the Net Proceeds of one or more Designated Asset Sales; provided provided, however, that: (i1) at least 6550% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of such Equity Offering or Designated Asset Sale, as the relevant Equity Offeringcase may be. (b) The Issuer Except pursuant to Section 3.07(a), (c), (d) or (e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to May 15, 2014; provided, however, the Company may on any one acquire the Notes by means other than a redemption. (c) On or more occasions after May 15, 2015, the Company may redeem all or a part of the Notes, at its option upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on May 15 of the years indicated below: Year Percentage 2015 103.250 % 2016 101.625 % 2017 and thereafter 100.000 % (d) At any time prior to May 15, 2015, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if any, to the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date). (ce) Except The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to subsections the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) of this Section 3.07 and Section 3.08unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (f) The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. (g) Except for redemption pursuant to clause (e) above, notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes will to be redeemed at its registered address, except that (x) redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture and (y) redemption notices may be mailed less than 30 days prior to a redemption date if the notice is issued in connection with a redemption using the Net Proceeds of one or more Designated Asset Sales. Notices of redemption may not be redeemable at the Issuer’s optionconditional.

Optional Redemption. (a) At any time prior to February 1May 15, 20172025, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice to (except as otherwise set forth in the Trustee and Holders of NotesIndenture), at a redemption price equal to 106.25109.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the date of redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i1) at least 6555% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to May 15, 2025, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ noticenotice (except as otherwise set forth in the Indenture), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the date of redemption, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding two paragraphs, the Notes will not be redeemable at the Issuer’s optionoption prior to May 15, 2025. (d) On or after May 15, 2025, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as otherwise set forth in the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Redemption Year Price 2025 104.500 % 2026 102.250 % 2027 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 and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to February June 1, 20172026, the Issuer may may, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indentureoccasions, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption date, subject to the rights of Holders of the such Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to June 1, 2026, the Issuer may, on any one or more occasions, redeem the Notes with the proceeds from any Equity Offering at a redemption price equal to 108.625% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional Notes); provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently. (c) Except pursuant to subsections In addition, during any 12-month period prior tofrom (aand including) and June 1, 2025 until (bbut excluding) of this Section 3.07 and Section 3.08June 1, 2026, the Issuer may redeem up to 10.0% of the aggregate principal amount of the Notes will not issued under the Indenture on the Issue Date (together with Additional Notes) at a redemption price equal to 103.000% of the aggregate principal amount of the Notes to be redeemable redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time on or after June 1, 2026, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at the Issuer’s option.following redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period beginning on June 1 of each of the years indicated below subject to the rights of Holders

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February 1, 20172014, at the Issuer may on any one or more occasions redeem up to 35% option of the aggregate principal amount of Notes issued under this Indenture, Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the Trustee and Holders of Noteseach Holder’s registered address, at a redemption price equal to 106.25100% of the principal amount of the Notes redeemednotes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including, the applicable redemption date (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date) (b) Except as set forth in subparagraphs (a), (c) and (d) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to February 1, 2014. Thereafter, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any) upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 2014 104.438% 2015 102.219% 2016 and thereafter 100.000% (c) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 5, at any time prior to February 1, 2013, the Company may at its option on any one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: : (i) at least 65% of the such aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (other than Notes held directly or indirectly by the Parent Company, the Company and its Affiliates); and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February July 1, 20172024, the Issuer Company may on any one redeem the Notes, in whole or more occasions redeem up in part, upon notice pursuant to 35Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the redemption date (subject to date. Promptly after the rights of Holders determination thereof, the Company shall give the Trustee notice of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption price provided for in this Section 3.07(a), with and the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of Trustee shall not be responsible for such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offeringcalculation. (b) The Issuer Except pursuant to clauses (a) and (d) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to July 1, 2024. (c) On and after July 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, notice pursuant to Section 3.03 at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the redemption date. (d) Notwithstanding the foregoing, in connection with any tender for Notes, if Holders of not less than 90% in the aggregate principal amount of the Notes then outstanding validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company 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 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. (f) Any redemption or notice of any 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 or other corporate transaction or event. If such redemption or notice 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 rights Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and 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. The Company shall provide written notice to the Trustee prior to the close of Holders business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes on in the relevant record date to receive interest due on same manner in which the relevant interest payment datenotice of redemption was given. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time, or from time to time, prior to February 1July 15, 20172007, 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 Indenture, upon not less than 30 nor more than 60 days’ notice the Securities at a Redemption Price (expressed as a percentage of principal amount) equal to the Trustee and Holders sum of Notes, at a redemption price equal to 106.25(a) 100% of plus (b) the principal amount of the Notes redeemedApplicable FRN Rate then in effect, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i1) Securities (excluding any Securities held by the Issuer and its Subsidiaries) in an aggregate principal amount of at least 65% of the aggregate principal amount of Notes the Securities originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains on July 21, 2004 remain outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The . Except as set forth in Section 1.04 of the First Supplemental Indenture, the Securities will not be redeemable at the Issuer’s option prior to July 15, 2006. On or after July 15, 2006, the Issuer may on any one or more occasions redeem all or a part of the Notes, Securities upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% the Redemption Prices (expressed as percentages of the principal amount of the Notes redeemed, amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Securities to be redeemed, to the date of redemptionapplicable redemption date, subject to if redeemed during the rights of Holders twelve-month period beginning on July 15 of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except years indicated below: 2006 102.00 % 2007 101.00 % 2008 and thereafter 100.000 % Any redemption pursuant to subsections (a) and (b) Section 1.04 of this Section 3.07 and Section 3.08, the Notes will not First Supplemental Indenture shall be redeemable at made in accordance with the Issuer’s optionprovisions of Article III of the Original Indenture.

Optional Redemption. (a) At any time prior to February 115, 20172014, the Issuer may Company may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of outstanding Notes (which amount includes Additional Notes issued under this Indenture), upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering by the Company; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (which amount includes Additional Notes, but excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of after the closing of the relevant such Equity Offering. (b) The Issuer may At any time prior to February 15, 2015, the Company may, at its option, on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment datedate in respect of then outstanding Notes. (c) Except pursuant to subsections (aSections 3.07(a) and (b) of this Section 3.07 and Section 3.08), the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 15, 2015. The Company is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. (d) On or after February 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning February 15 on of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2015 104.125 % 2016 102.063 % 2017 and thereafter 100.000 % The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the occurrence of a Change of Control. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February June 1, 20172014, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture(including the principal amount of any Additional Notes), upon not less than 30 nor more than 60 days’ notice to as described under Section 3.03 of the Trustee and Holders of NotesIndenture, at a redemption price equal to 106.25108.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings by Regency Energy Partners or contributions to Regency Energy Partners’ partners’ capital (including sales of Regency Energy Partners’ common units to Energy Transfer Equity, L.P. (“ETE”) or any of ETE’s Affiliates); provided that: (i1) at least 65% of the aggregate principal amount of Notes issued under this on the date of the Indenture (excluding Notes held by the Issuer Regency Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity OfferingOffering or contribution. (b) The Issuer In addition, at any time prior to June 1, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as described under Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as ofof the redemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date of redemption, (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date). (c) Except On or after June 1, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of the principal amount of Notes redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest due on 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: 2015 104.188 % 2016 102.094 % 2017 and thereafter 100.000 % (d) Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption may be subject to one or more conditions precedent. Any redemption pursuant to subsections (a) and (b) this Paragraph 5 shall be made pursuant to the provisions of this Section 3.07 and Section 3.08, Sections 3.01 through 3.06 of the Notes will not be redeemable at the Issuer’s optionIndenture.

Optional Redemption. (a) Except as set forth in Section 3.07(b), (c) and (d), the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to March 1, 2018. Thereafter, the Issuers shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount of the Notes) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on March 1 of the years indicated below: 2018 102.875% 2019 101.917% 2020 100.958% 2021 and thereafter 100.000% (b) At any time prior to February March 1, 20172016, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to (including the Trustee and Holders principal amount of any Additional Notes), at a redemption price equal to 106.25of 105.750% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), 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 Supplemental Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) such the redemption occurs not more than must occur within 180 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer At any time and from time to time prior to March 1, 2018, the Issuers may on any one or more occasions redeem all or a part of the outstanding Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days' prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to 101% of the principal amount of the Notes so redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, on the Notes so redeemed to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date. (c) Except . Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through 3.06.

Optional Redemption. (a) At any time and from time to time prior to February 1August 15, 20172020, the Issuer may on any one or more occasions occa-sions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesin whole or in part, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeoption, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest and Additional Amounts, if any, to to, but excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to August 15, 2020, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price equal to 105.625% of the principal amount of the Notes re-deemed, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, with the net cash proceeds received by, or contributed to, the Issuer from one or more Equity Offerings; provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offer-ing, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this 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). (c) Except pursuant to subsections clauses (a), (b) and (be) of this Section 3.07 and Section 3.085.7, the Notes will not be redeemable at the Issuer’s option prior to August 15, 2020. (d) At any time and from time to time on and after August 15, 2020, the Issuer may on one or more occasions redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of princi-pal amount of the Notes redeemed set forth below, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on Au-gust 15 of each of the years indicated below: Year 2020.. 2021.. 2022 and thereafter..... Percentage 102.813% 101.406% 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not with-drawn by such Holders, the Issuer or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase 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 and Additional Amounts, if any, thereon, to, but not including, the date of such redemption.

Optional Redemption. (a) At any time prior to February 1May 15, 20172027, the Issuer may may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein whole or in part, at its option, upon not less than 30 nor more than 60 days’ notice pursuant to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeSection 3.03, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the redemption date. (a) At any time and from time to time prior to May 15, 2027, the Issuer may, on one or more occasions, redeem Notes with an amount equal to the date net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 106.625% of redemptionthe principal amount of such Notes, subject plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that: (i) in each case, the redemption takes place not later than 180 days after the closing of the related Equity Offering; and (ii) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased substantially concurrently, or are to be redeemed or repurchased in full and for which a notice of repurchase or redemption has been given in accordance with another provision of this Indenture. (b) At any time and from time to time on or after May 15, 2027, the Issuer may, on one or more occasions, redeem the Notes in whole or in part, upon notice pursuant to Section 3.03, at a redemption price equal to the rights percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the year indicated below: 58| 2027 103.313% 2028 101.656% 2029 and thereafter 100.000% (c) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender, and do not validly withdraw, Notes and the Issuer, or a third party in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders of the Notes, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. (d) If the optional redemption date is on the relevant or after a record date to receive interest due and on or before the relevant corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. (ce) Except If provision is made for redemption of Notes before their Stated Maturity pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.082.01, then the Notes will not shall be redeemable at the Issuer’s optionin accordance with their terms and, except as otherwise specified in Section 2.01, in accordance with this Article 3.

Optional Redemption. (a) At any time prior to February 1June 15, 20172014, the Issuer may may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this IndentureIndenture (calculated after giving effect to any issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25106.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), ) with an amount of cash equal to the net cash proceeds of one or more an Equity OfferingsOffering by Solera; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes and excluding Notes held by the Issuer Solera and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to June 15, 2014, the Notes may on any one be redeemed, in whole or more occasions redeem all or a part in part, at the option of the NotesIssuer, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the applicable redemption date of redemption, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to subsections (aSection 3.07(a) and (b) of this Section 3.07 and Section 3.08), the Notes will not be redeemable at the Issuer’s option prior to June 15, 2014. (d) On or after June 15, 2014, the Issuer may on any one or more occasions redeem all or a part of the Notes, at its option, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2014 103.375 % 2015 101.688 % 2016 and thereafter 100.000 % 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At 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 January 15, 2024. On or after January 15, 2024, the Issuers shall have the option to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2024 104.000 % 2025 102.000 % 2026 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to February 1January 15, 20172024, the Issuer 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 to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25of 108.0% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds of 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 (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (ii) each such redemption occurs not more than 180 within 120 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer Prior to January 15, 2024, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to the sum of: (i) 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and plus (ii) accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), plus (iii) the Make-Whole Premium at the redemption date. (cd) Except The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(h). (e) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through Section 3.06 hereof.

Optional Redemption. (a) At any time prior to February April 1, 20172024, the Issuer Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to April 1, 2024, the Company may on any one or more occasions occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 3540.0% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Indenture on the Issue Date (together with Additional Notes, ) at a redemption price equal to 106.25% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 106.125%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding, the redemption date (applicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity OfferingsOfferings of the Company; provided that: (i) at least 65that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; and (ii) provided, further, that each such redemption occurs not more later than 180 days after the date of the closing of the relevant related Equity Offering. (b) . The Issuer may on any one or more occasions redeem all or a part Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateIndenture. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) Except as set forth in clauses (b) and (c) of this Section 4.07 and Section 5.15(a)(6) hereof, the Issuers shall not have the option to redeem the Notes prior to March 15, 2019. On and after March 15, 2019, the Issuers may on one or more occasions redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2019 102.438 % 2020 101.625 % 2021 100.813 % 2022 and thereafter 100.000 % (b) At any time prior to February 1March 15, 2017, the Issuer Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 104.875% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not to exceed the net cash proceeds of one or more completed Equity Offerings; Offerings by the Company, provided that: (i1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by on the Issuer and its Subsidiaries) Initial Issuance Date remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer Prior to March 15, 2019, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the sum of: (1) the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium at the redemption date, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date). (cd) Except Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and 4.07 shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option4.01 through Section 4.06 hereof.

Optional Redemption. (a) At any time and from time to time on or after the Issue Date and prior to February 115, 20172027, the Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon not less than 30 10 nor more than 60 days’ prior written notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the redemption date. (b) At any time and from time to time on or after February 15, 2027, the Issuer may redeem the Notes in whole or in part, upon not less than 10 nor more than 60 days’ prior written notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable date of redemption, subject if redeemed during the twelve-month period beginning on February 15 of the years indicated below: 2027 105.438 % 2028 102.719 % 2029 and thereafter 100.000 % (c) At any time and from time to time on or after the rights Issue Date and prior to February 15, 2027, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering (other than Excluded Contributions) at a redemption price (expressed as a percentage of Holders principal amount) equal to 110.875% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that: (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and (2) not less than 50% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the relevant record date Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately thereafter (excluding Notes held by Holdings, Issuer or any of its Restricted Subsidiaries). (d) At any time prior to receive interest due February 15, 2027, but not more than once during each twelve-month period commencing on the relevant Issue Date, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including any Additional Notes) at a redemption price equal to 103.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest payment thereon, if any, to, but excluding, the applicable redemption date. (ce) Except pursuant to subsections (a) Any redemption and (b) notice of this Section 3.07 and Section 3.08redemption may, the Notes will not be redeemable at the Issuer’s optiondiscretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). (f) 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 will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. (g) Unless (i) the Issuer defaults in the payment of the redemption price or (ii) such redemption remains conditioned on the happening of a future event, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

Optional Redemption. (a) Except pursuant to the following paragraphs, the Notes will not be redeemable at the Company’s option prior to January 1, 2025. (b) At any time prior to February January 1, 20172025, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this the Indenture, upon not less than 30 10 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with in an amount not to exceed the net cash proceeds of one or more from an Equity OfferingsOffering; provided that: (i1) at least 6560% of the aggregate principal amount of Notes originally issued under this the Indenture (excluding Notes held by the Issuer Parent, the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such in each case, the redemption occurs not more than 180 within 90 days after the date of the closing of the relevant such Equity Offering. (bc) The Issuer At any time prior to January 1, 2025, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if anybut not including, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At 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 July 15, 2017. On or after July 15, 2017, the Issuers may on one or more occasions redeem all or part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on July 15 of the years indicated below: 2017 104.688 % 2018 103.125 % 2019 101.563 % 2020 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to February 1July 15, 2017, the Issuer 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 to the Trustee and Holders of Notes, Indenture at a redemption price equal to of 106.25% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds of one or more Equity Offerings; , provided that: (i1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (ii2) such the redemption occurs not more than 180 within 120 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer Prior to July 15, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the sum of: (1) the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium at the redemption date, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the redemption date of redemption, (subject to the rights right of Holders of the Notes 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). (cd) Except The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6). (e) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through Section 3.06 hereof.

Optional Redemption. (a) At any time prior The Notes will be subject to February 1, 2017, redemption at the Issuer may on any one or more occasions redeem up to 35% option of the aggregate principal amount of Notes issued under this IndentureCompany, in whole or in part, upon not less than 30 nor more than 60 days’ notice ' notice, given to the Trustee Holders in accordance with the provisions of Section 3.3, at par, plus accrued and unpaid interest thereon to the applicable redemption date. (b) If at any time after the Original Issue Date as a result of a Change in Law, the Company becomes obligated to pay any Additional Amounts and such obligation cannot be avoided by the Company taking reasonable measures available to it, then the Notes will be redeemable as a whole (but not in part), at the option of the Company, at any time upon not less than 30 days' nor more than 60 days' notice given to the Holders of Notes, as provided herein at a redemption price equal to 106.25% of the their principal amount of the Notes redeemed, plus accrued and unpaid interest and thereon to the redemption date. The Company will also pay to the Holders on the redemption date any Additional AmountsAmounts which are then payable. In order to effect such a redemption of the Notes, if any, the Company will be required to deliver to the Trustee at least 30 days prior to the redemption date an opinion of independent legal counsel of recognized standing (subject it being understood that ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ is of such recognized standing) to the rights effect that the Company has or will become obligated to pay such Additional Amounts as a result of Holders such Change in Law. No notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment datethen due. (c) Except Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, 3.7 will be made pursuant to the Notes will not be redeemable at the Issuer’s optionprovisions of Sections 3.1 through 3.6 hereof.

Optional Redemption. (a) At any time prior to February 1September 15, 20172020, 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 Company may redeem all or part of the Notes at a redemption price equal to 100.0% of the aggregate principal amount thereof plus the Applicable Premium as of , plus accrued and unpaid interest, 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 Date falling on or prior to such redemption date). (b) At any time prior to September 15, 2020, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 original principal amount of Notes issued under this Indenture (excluding calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, 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 Date falling on or prior to such redemption date); provided that: (1) at least 50% of the aggregate original principal amount of Notes held by the Issuer and its Subsidiariesissued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (ii2) such redemption occurs not more than 180 within 120 days after the date of the closing of the relevant such Equity Offering. (c) Except pursuant to clause (a) or (b) The Issuer may on any one of this Section 3.01 or more occasions Section 4.14(f), the Notes will not be redeemable at the Company’s option prior to September 15, 2020. (d) On and after September 15, 2020, the Company may, at its option, redeem all or or, from time to time, a part of the Notes, Notes upon not less than 30 ten nor more than 60 days’ notice, at the following redemption prices (expressed as a redemption price equal to 100% percentage of the principal amount of the Notes to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountson the Notes, if any, to the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date), if redeemed during the relevant interest payment datetwelve-month period beginning on September 15 of the years indicated below: 2020 102.813% 2021 101.406% 2022 and thereafter 100.000% (e) Any redemption pursuant to this Section 3.01 shall be made pursuant to the provisions of Section 3.03 hereof. (cf) Except pursuant to subsections (a) If the optional redemption date is on or after a Regular Record Date and (b) of this Section 3.07 and Section 3.08on or before the related Interest Payment Date, the Notes accrued and unpaid interest, if any, will not be redeemable paid to the Person in whose name the Note is registered at the Issuerclose of business, on such Regular Record Date. (g) Any redemption notice may, at the Company’s optiondiscretion, be subject to one or more conditions precedent. The redemption date of any redemption that is subject to the satisfaction of one or more 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 discretion), or such redemption may not occur and any notice with respect to such 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 the 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) At any time prior to February 1December 15, 20172006, the Issuer Company may on any one or more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under this Indenture and (ii) all or a portion of any Additional Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, in each case at a redemption price equal to 106.25of 108.25% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the redemption date (date, subject to the rights right of Holders of the 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: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time and from time to time prior to December 15, 2007, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice' 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 the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (aas set forth in Sections 3.07(a) and (b) above, the Company shall not have the option to redeem the Notes prior to December 15, 2007. At any time and from time to time on or after December 15, 2007, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage ---- ---------- 2007............................................................... 104.125% 2008............................................................... 102.063% 2009 and thereafter................................................ 100.000% (d) Any redemption pursuant to this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through 3.06.

Optional Redemption. (a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to November 15, 2009. Starting on November 15, 2009, the Company may redeem all or any portion of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 hereof, at the redemption prices set forth below, plus accrued and unpaid interest, including Special Interest, if any, to but not including the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on November 15, 2009 of the years set forth below, and are expressed as percentages of principal amount: 2009 103.688 % 2010 102.458 % 2011 101.229 % 2012 and thereafter 100.000 % (b) At any time and from time to time, prior to February 1November 15, 20172007, the Issuer Company may on any one or more occasions redeem up to a maximum of 35% of the aggregate principal amount of the Notes issued under this Indenture(including any Additional Notes) with the proceeds of one or more Equity Offerings, at a redemption price equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest, if any, to but not including the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days’ notice prior notice. (c) At any time prior to November 15, 2009, after the Trustee and completion of a Change of Control Offer (as defined in Section 4.18) that was accepted by Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 65not less than 75% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by then outstanding, the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date Company may redeem all of the closing Notes of any Holder who has not accepted the relevant Equity Offering. Change of Control Offer (bthe “Untendered Notes”) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeprior notice (the “Change of Control Redemption Notice”) but in no event more than 90 days after the completion of such Change of Control Offer, such notice to be provided in the manner required under Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as greater of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.:

Optional Redemption. (a) At any time prior to February 1January 15, 20172029, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes (including, without limitation, any Additional Notes) issued under this Indenturethe Indenture in an amount not greater than the net cash proceeds of one or more Equity Offerings by the Issuer, upon not less than 30 nor more than 60 days’ notice to as provided in the Trustee and Holders of NotesIndenture, at a redemption price equal to 106.25107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 6560% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to January 15, 2029, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture. (d) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraphs, the Notes will not be redeemable at the Issuer’s optionoption prior to January 15, 2029. (e) On or after January 15, 2029, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2029 103.500 % 2030 101.750 % 2031 and thereafter 100.000 %

Optional Redemption. (a1) Except as set forth in clauses (2) to (4) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to January 15, 2026. Beginning on January 15, 2026, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on January 15 of the years indicated below: 2026 101.563 % 2027 101.042 % 2028 100.521 % 2029 and thereafter 100.000 % (2) At any time prior to February 1January 15, 20172026, the Issuer Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesin accordance with Section 3.03 hereof, at a redemption price (expressed as a percentage of principal amount) equal to 106.25103.125% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to (but excluding) the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided that: provided, however, that (i) at least 6560% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains remain outstanding immediately after the occurrence of following such redemption; and redemption and (ii) any such redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant any such Equity Offering. (b3) The Issuer may on If the Company becomes obligated to pay any one Additional Amounts because of a change in the laws or more occasions redeem all regulations of Canada or any Canadian Taxing Authority, or a part 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, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto (but excluding) the redemption date, if anyprovided that any Holder of the Notes may, to the date 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 redemptionSection 4.20 hereof with respect to such Holder’s Notes; provided, subject further, that if any Holder waives such compliance, the Company may not redeem that Holder’s Notes pursuant to this Section 3.07(3). (4) Prior to January 15, 2026, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 hereof, at a redemption price equal to the rights greater of Holders (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes on to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the relevant record date to receive interest due on the relevant interest payment redemption date. (c5) Except Any prepayment pursuant to subsections (a) and (b) of this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (6) The Company shall be responsible for making all calculations called for under this Indenture and Section 3.08the Notes. The Company will make all such calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Company will provide a schedule of its calculations to the Notes Trustee when applicable, and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will not be redeemable at deliver a copy of any such schedule to any Holder upon the Issuer’s optionwritten request of such Holder.

Optional Redemption. Beginning on the Initial Redemption Date, the Company shall be entitled to redeem the Notes (awhich includes Additional Notes, if any) At any time at its option, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on March 1 of the year set forth below: 2026 103.188 % 2027 101.594 % 2028 and thereafter 100.000 % In addition, prior to February March 1, 20172026, the Issuer may Company shall be entitled at its option on any one or more occasions to redeem up Notes (which includes Additional Notes, if any) in an aggregate principal amount not to 35exceed 40% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of (which includes Additional Notes, if any) originally issued at a redemption price equal to 106.25% (expressed as a percentage of the principal amount amount) of the Notes redeemed106.375%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds of from one or more Equity OfferingsOfferings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that: : (i1) at least 6560% of the such aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and and (ii2) each such redemption occurs not more than 180 within 90 days after the date of the closing related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the relevant related Equity Offering. (b) The Issuer may on any one or more occasions . Prior to March 1, 2026, the Company shall be entitled at its option to redeem all or a part portion of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 10 nor more than 60 days prior to the redemption date. The Trustee shall have no responsibility with respect to the determination of any redemption price. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) Except as set forth in Section 2.10(b) or 2.10(c), the Company shall not be entitled to redeem the Notes at its option prior to November 15, 2024. (b) At any time prior to February 1November 15, 20172024, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except At any time prior to November 15, 2024, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes at a redemption price equal to 104.750% of the aggregate principal amount thereof, plus accrued and unpaid 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, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the aggregate principal amount of the Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed or to be repurchased or redeemed and for which a notice of repurchase or redemption has been issued at or about such time in accordance with the terms of the Indenture); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) On and after November 15, 2024, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest 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, if redeemed beginning on November 15 of the years indicated below: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 % (e) Any redemption made pursuant to subsections (a) and (b) of this Section 3.07 and 2.10 shall be made in accordance with Article III of the Original Indenture, except as expressly set forth in this Section 3.08, the Notes will not be redeemable at the Issuer’s option2.10.

Optional Redemption. (a) At any time prior to February 115, 20172016, the Issuer Issuers may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date). Promptly after the determination thereof, the Issuers shall give the Trustee and the Holders notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) Prior to February 15, 2016, the Issuers may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more than 60 days’ notice to the Trustee and Holders of Notes, Equity Offerings at a redemption price equal to 106.25106.875% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the applicable redemption date (subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 65% of the original aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemptionredemption (with Notes held, directly or indirectly, by either Issuer or their Affiliates being deemed to be not outstanding for purposes of such calculation); and and (ii2) such redemption occurs not more than 180 within 90 days after the date of the closing of the relevant such Equity Offering. (c) Except pursuant to clause (a) or (b) The Issuer of this Section 3.07, the Notes shall not be redeemable at the Issuers’ option prior to February 15, 2016. (d) On or after February 15, 2016, the Issuers may on any one or more occasions redeem all or a part of the NotesNotes at the redemption prices (expressed as percentages of principal amount) set forth below, upon not less than 30 nor more than 60 days’ noticeplus accrued and unpaid interest, at a redemption price equal to 100% of the principal amount of if any, on the Notes redeemed, plus to, but excluding, the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the applicable date of redemption, if redeemed during the twelve month period beginning on February 15 of the years indicated below (subject to the rights of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to such redemption date): Year Percentage 2016 103.438 % 2017 101.719 % 2018 and thereafter 100.000 % (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. (cf) Except pursuant Any redemption notice may, at the Issuers’ discretion, be subject to subsections one or more conditions precedent, including completion of an Equity Offering, a financing or other corporate transaction or a Change of Control. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (aor waived by the Issuers in their sole discretion), or that 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 Issuers in their sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Issuers shall be required to deliver, mail or cause to be mailed a revised notice of redemption at least five Business Days prior to the applicable redemption date in case the redemption date specified in the original notice is delayed. The Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. (bg) 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 securities laws, so long as such acquisition does not otherwise violate the terms of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s optionIndenture.

Optional Redemption. (a) At 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 July 1, 2028. On or after July 1, 2028, the Issuers may on one or more occasions redeem all or 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 to be redeemed to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 2028 103.563 % 2029 101.781 % 2030 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to February July 1, 20172028, the Issuer 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 to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 107.125% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), with in an amount not greater than the net cash proceeds of one or more Equity Offerings; , provided that: (i1) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding any Notes held by the Company and its Subsidiaries); and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer Prior to July 1, 2028, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the sum of: (1) the principal amount of thereof, plus (2) the Notes redeemedMake Whole Premium, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date of redemption, (subject to the rights right of Holders of the Notes 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). (cd) Except The Notes may also be redeemed, as a whole, following certain Change of Control Offer or Alternate Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6). (e) Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through Section 3.06 hereof.

Optional Redemption. (a) At any time prior to 1 February 1, 20172013, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Sterling Notes issued under this the Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a redemption price equal to 106.25108.750% of the principal amount of the Sterling Notes redeemed and up to 35% of aggregate principal amount of Dollar Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 108.375% of the principal amount of the Dollar Notes redeemed, in each case, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more an Equity OfferingsOffering; provided that: (i) at least 65% of the aggregate principal amount of the Sterling Notes and at least 65% of the aggregate principal amount of the Dollar Notes originally issued under this the Indenture (excluding Notes held by the Issuer Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to 1 February 2013, the Issuer may on any one or more occasions redeem all or a part of the Sterling Notes and/or Dollar Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections subparagraphs (a) and (b) of this Section 3.07 Paragraph 5 and Section 3.08pursuant to Paragraph 6, the Notes will not be redeemable at the Issuer’s optionoption prior to 1 February2013. (d) On or after 1 February 2013, the Issuer may on any one or more occasions redeem all or a part of the Sterling Notes and/or Dollar Notes, as the case may be, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve month period beginning on of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2013 108.750 % 108.375 % 2014 104.375 % 104.188 % 2015 102.188 % 102.094 % 2016 and thereafter 100.000 % 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as set forth in this paragraph 5 and paragraph 6 of the Notes, the Notes are not redeemable at the option of the Issuer. (b) At any time and from time to time prior to February June 1, 20172023, the Issuer may on redeem the Notes with the Net Cash Proceeds received by the Company from any one or more occasions redeem up to 35% of Equity Offering occurring after the aggregate principal amount of Notes issued under this IndentureIssue Date, upon not less than 30 10 nor more than 60 days’ prior notice to the Trustee and Holders of NotesHolders, at a redemption price equal to 106.25107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut not including, to the applicable redemption date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date), with in an aggregate principal amount for all such redemptions not to exceed 40% of the net cash proceeds original aggregate principal amount of one or more Equity Offeringsthe Notes (including the principal amount of any Additional Notes); provided that: (i1) at least 65% of in each case the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs takes place not more later than 180 days after the date of the closing of the relevant related Equity Offering; and (2) not less than 50% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding immediately thereafter. (bc) The At any time prior to June 1, 2023, the Issuer may on any one redeem the Notes in whole or more occasions redeem all or a part of the Notesin part, at its option, upon not less than 30 10 days’ nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but not including, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) ). For purposes of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.Note:

Optional Redemption. (a) At Except as set forth in subparagraphs (b) and (c) of this Paragraph 5 and Paragraph 10, the Notes will not be redeemable at the Company’s option prior to December 15, 2008. Thereafter, the Notes will be subject to redemption at any time prior at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest thereon to February 1the applicable redemption date, 2017if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 2008 104.188 % 2009 102.792 % 2010 101.396 % 2011 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, before December 15, 2006, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 108.375% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more any Equity Offerings; provided that: (i) that at least 65% of the aggregate principal amount of Notes issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (ii) and provided further that such redemption occurs not more than 180 shall occur within 120 days after of the date of the closing of the relevant any such Equity Offering. (bc) The Issuer Before December 15, 2008, the Notes may on any one or more occasions redeem all or also be redeemed, as a part whole but not in part, at the option of the NotesCompany upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days’ noticedays prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest thereon, if any, to to, the date of redemption, subject to redemption (the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date“Redemption Date”). (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February October 1, 20172027, the Issuer Company may on any one or more occasions redeem the Notes, at its option, in whole or in part, upon notice pursuant to ‎Section 3.03 at a redemption price as calculated by the Company equal to 100% of the outstanding principal amount of such Notes, plus the Applicable Premium. Promptly after the determination thereof, the Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) On or prior to October 1, 2027, 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 3540% of the aggregate principal amount of the outstanding Notes issued under this Indenture(including any Additional Notes) with the Net Cash Proceeds of one or more Eligible Equity Offerings, upon not less than 30 nor more than 60 days’ notice pursuant to the Trustee and Holders of NotesSection 3.03, at a redemption price as calculated by the Company equal to 106.25108.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to to, but excluding the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) after giving effect to any such redemption, at least 6560% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes but excluding Notes held by the Issuer Company and its Subsidiaries) issued under this Indenture remains outstanding immediately after outstanding; and (2) the occurrence of such redemption; and (ii) Company makes such redemption occurs not more than 180 days after the date consummation of the closing of the relevant such Eligible Equity Offering. (c) Except pursuant to clauses (a), (b), (g) The Issuer or (h) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to October 1, 2027. (d) On and after October 1, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, notice pursuant to Section 3.03 at the redemption prices as calculated by the Company (expressed as a redemption price equal to 100% percentage of the outstanding principal amount of the Notes to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but excluding, the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on October 1 of the years set forth below: 2027 104.375% 2028 102.188% 2029 and thereafter 100.000% (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. (cf) Except Notice of any redemption of the Notes in connection with a corporate transaction (including, without limitation, an Eligible Equity Offering, an Incurrence of Debt or a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related 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 Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. The Company may designate at its option and provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person; provided that any call for redemption by such Person be treated as if such call was made by the Company. (g) In connection with any tender offer for the Notes, in the event that the Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or a third party making such a tender offer in lieu of the Company, purchases all the Notes validly tendered and not withdrawn by such Holders, the Company or any such third party will have the right, on not less than ten nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all of the Notes that remain outstanding following such purchase at the purchase price equal to that offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest and Additional Amounts, if any, 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 the relevant Interest Payment Date). (1) At any time, if the Company or any successor is or, on the next date on which any amount would be payable in respect of the Notes, would be required to pay Additional Amounts on the Notes, or any Guarantor or any successor is required to pay Additional Amounts on the Note Guarantees, the Company or any successor may elect to redeem the Notes, in whole but not in part, at a redemption price as calculated by the Company equal to 100% of the remaining principal amount plus accrued and unpaid interest, if any, and any Additional Amounts accrued to, but excluding, the fixed date of redemption. The Company or any successor will not be entitled to redeem the Notes pursuant to subsections the previous sentence unless the Company, a Guarantor or any successor is required to pay such Additional Amounts due to a change in or amendment to the laws (or any rules or regulations thereunder) of the jurisdiction of its incorporation or any political subdivision or taxing authority thereof or therein, including a change in or amendment to an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or is announced on or after the Issue Date or, in the event a successor which is not incorporated pursuant to the laws of the United States has assumed the obligations under the Notes, on or after the date a successor assumes the obligations under the Notes. (2) In the event that the Company or any successor elects to redeem the Notes pursuant to clause ‎(h)(1) above, it will deliver to the Trustee and the Paying Agent: (1) an Officer’s Certificate, signed in the name of the Company or any successor, stating that (a) the Company or such successor is entitled to redeem the Notes pursuant to the terms of this Indenture and the Notes and certifying that the condition or conditions precedent to the right of the Company or any successor to so redeem have occurred or been satisfied and (b) the payment of this Section 3.07 and Section 3.08, the Notes will Additional Amounts cannot be redeemable at avoided by the Issuerrelevant payor taking reasonable measures available to it; provided, however, that reasonable measures shall not include changing the payor’s optionjurisdiction of incorporation or the location of its principal executive office or registered office; and (2) an opinion of tax counsel of nationally recognized standing in the Relevant Taxing Jurisdiction, to the effect that the Company, a Guarantor or any successor has or will become obligated to pay Additional Amounts as a result of the change or amendment described in the preceding paragraph, and that all governmental requirements necessary for the Company or any successor to effect the redemption have been complied with.

Optional Redemption. (a) At any time prior to February March 1, 20172027, the Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice Indenture (calculated after giving effect to the Trustee and Holders issuance of any Additional Notes, ) at a redemption price equal to 106.25107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to (but not including) the applicable redemption date (subject to the rights of Holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date), with the net cash proceeds of from one or more Equity OfferingsOfferings of the Issuer; provided that: : (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under this Indenture (calculated after giving effect to the original issuance of any Additional Notes) (excluding the Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) such the redemption occurs not more than 180 within one hundred-eighty (180) days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to March 1, 2027, the Issuer may on any one or more occasions also redeem all or a part of the Notes at a redemption price equal to 100.00% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date). (c) Except as set forth in Section 3.07(a), Section 3.07(b), Section 3.07(e) and Section 4.14(f) the Notes will not be redeemable at the Issuer’s option prior to March 1, 2027. (d) On or after March 1, 2027, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemedamount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to (but not including) the date applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of redemption, the years indicated below (subject to the rights of Holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) ): Year Percentage 2027 103.938 % 2028 101.969 % 2029 and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000%

Optional Redemption. (a) At any time prior to February May 1, 20172009, the Issuer may Company may, at its option, on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenturethe Indenture (calculated after giving effect to any issuance of Additional Notes, upon not less than 30 nor more than 60 days’ notice to as the Trustee and Holders of Notescase may be), at a redemption price equal to 106.25108% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interest thereon and Additional AmountsInterest, if any, to the applicable redemption date (date, subject to the rights right of Holders of the 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 OfferingsOfferings (provided, that if the Equity Offering is an offering by any direct or indirect parent corporation of the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company), or the Net Proceeds of one or more Designated Asset Sales; provided provided, however, that: (i1) at least 6550% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of such Equity Offering or Designated Asset Sale, as the relevant Equity Offeringcase may be. (b) The Issuer Except pursuant to Section 3.07(a) of the Indenture or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to May 1, 2009; provided, however, the Company may on any one acquire the Notes by means other than a redemption. (c) On or more occasions after May 1, 2010, the Company may redeem all or a part of the Notes, at its option upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the applicable redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2010 104.000 % 2011 102.000 % 2012 and thereafter 100.000 % (d) At any time prior to May 1, 2010, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to to, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date). (ce) Except The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to subsections the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) of this Section 3.07 and Section 3.08unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (f) The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. (g) Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes will to be redeemed at its registered address, except that (x) redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture and (y) redemption notices may be mailed less than 30 days prior to a redemption date if the notice is issued in connection with a redemption using the Net Proceeds of one or more Designated Asset Sales. Notices of redemption may not be redeemable at the Issuer’s optionconditional.

Optional Redemption. (a) At any time prior to February 1August 15, 20172007, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 110.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings or a contribution to the Company's common equity capital made with the net cash proceeds of a concurrent offering of Equity Interests (other than Disqualified Stock) of the Company's direct parent (whether offered or sold independently or as part of an offering or sale of units); provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity OfferingOffering or contribution. (b) The Issuer At any time prior to August 15, 2009, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice' 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 the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to the date of redemptionredemption (the "Redemption Date"), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraphs, the Notes will not be redeemable at the Issuer’s optionCompany's option prior to August 15, 2009. (d) On or after August 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special 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 such Notes on the relevant record date to receive interest on the relevant interest payment date:

Optional Redemption. (a) At Except as set forth in clause (b) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to April 1, 2014. On or after April 1, 2014, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Year Percentage 2014 104.563 % 2015 102.281 % 2016 and thereafter 100.000 % (b) Notwithstanding the foregoing, at any time prior to February April 1, 20172013, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 109.125% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i) at least 65% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding the Notes held by the Company and its Subsidiaries); and and (ii) any such redemption occurs not more than 180 shall occur within 120 days after of the date of the closing of the relevant each such Equity Offering. (bc) The Issuer may Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (d) If the optional redemption date is on any one or more occasions redeem all after a Regular Record Date and on or a part of before the Notesrelated Interest Payment Date, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, will be paid to the date Person in whose name the Note is registered at the close of redemptionbusiness on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateCompany. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.

Optional Redemption. (a) At any time prior to February 115, 20172024, the Issuer Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesas provided in this Indenture, at a redemption price equal to 106.25107.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 65% of the aggregate principal amount of Notes originally issued under on the date of this Indenture (excluding Notes held by the Issuer Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all Notes are redeemed substantially concurrently therewith); and (ii2) such the redemption occurs not more than within 180 days after the date of the closing of the relevant such Equity Offering. (b) The Issuer At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in this Indenture, at a redemption price equal to to: (1) 100% of the principal amount of the Notes redeemedthereof, plus plus (2) the Applicable Premium as ofof the redemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date of redemption, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (c) The Company may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (d) Except pursuant to subsections (a) and Section 3.07(a), (b) of this Section 3.07 and Section 3.08or (c), the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 15, 2024. (e) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 103.875% 2025 100.000% (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to February 1, 20172025, the Issuer Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon not less than 30 10 nor more than 60 days’ notice prior notice, with a copy to the Trustee and Holders Trustee, to each Holder of NotesNotes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.25% (expressed as a percentage of the principal amount of the Notes redeemedNotes) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding, the date of redemption date (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to February 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price (expressed as a percentage of the principal amount of such Notes to be redeemed) equal to 104.375%, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; provided, further, that not less than 50% of the original aggregate principal amount of then-outstanding Notes issued under this Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer and Company or any of its Restricted Subsidiaries) remains outstanding immediately after ), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after Notes to be purchased in the date of the closing of the relevant Equity Offeringmanner described under Sections ‎5.1 through ‎5.5. (bc) The Issuer Except pursuant to ‎‎Section 5.6(a) and ‎Section 5.6(b), the Notes will not be redeemable at the Company’s option prior to February 1, 2025. (d) At any time and from time to time on or after February 1, 2025, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 1 of each of the years indicated in the table below: 2025 102.188% 2026 101.094% 2027 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offering, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for purposes of such tender offer. (cf) Except Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to subsections (a) and (b) this ‎Section 5.6 shall be made pursuant to the provisions of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s optionSections ‎5.1 through ‎5.5.

Optional Redemption. (a) At any time prior to February November 1, 20172023, the Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein part, upon not less than 30 10 nor more than 60 days’ prior notice by electronic delivery or, at the Issuer’s option, by first class mail, postage prepaid, with a copy to the Trustee and Holders Trustee, to each Holder of Notes, at a redemption price equal Notes to 106.25% the address of the principal amount of such Holder appearing in the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeRegister, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2023, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.750% plus accrued and unpaid interest, if any, to but excluding the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 40% of the aggregate principal amount of the then outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries or the Mission Entities), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to subsections (a) and (b) of as provided in this Section 3.07 and Section 3.08paragraph 6, the Notes will not be redeemable at the Issuer’s optionoption prior to November 1, 2023. (d) At any time and from time to time on or after November 1, 2023, the Issuer may redeem the Notes in whole or in part, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 1 of the year indicated below: 2023 102.375% 2024 101.188% 2025 and thereafter 100.000% (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.

Optional Redemption. (a) At any time prior to February 1, 20172023, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not greater than the net cash proceeds of one or more Equity Offerings by the Issuer, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesas provided in this Indenture, at a redemption price equal to 106.25107.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to February 1, 2023, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to subsections (a) and Section 3.07(a), (b) of this Section 3.07 and Section 3.08or (e), the Notes will not be redeemable at the Issuer’s optionoption prior to February 1, 2023. (d) On or after February 1, 2023, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 2023 103.563% 2024 101.781% 2025 and thereafter 100.000% (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f). (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) At The Company may redeem the Notes, in whole or in part, at any time prior to February 1, 2017, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice at a Redemption Price equal to the Trustee and Holders greater of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemedthen outstanding to be redeemed or (ii) an amount, as determined by an Independent Investment Banker, equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 40 basis points, plus, in either of the Applicable Premium as ofabove cases, and accrued and unpaid interest and Additional Amountsthereon to, if anybut not including, to the date of redemption, subject to the rights of Holders Redemption Date. (b) If less than all of the Notes on are to be redeemed, the relevant record date Trustee will select, by such method as it will deem fair and appropriate, including pro rata or by lot, the Notes to receive interest due on the relevant interest payment datebe redeemed in whole or in part; provided, that no Notes having a principal amount of $2,000 or less shall be redeemed in part; and provided, further, that Notes and portions of Notes selected for redemption shall be in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof. (c) Except pursuant Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to subsections (a) and (b) of this Section 3.07 and Section 3.08, accrue on the Notes will not be redeemable at the Issuer’s optionor portions thereof called for redemption.

Optional Redemption. (a) At any time prior to February 1July 15, 2017, 2013 the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the 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 issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticeprior notice to the registered address of each Holder of Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) Prior to July 15, 2013 the Issuer may, at its option, on one or more occasions, redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent of the Issuer to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the original aggregate principal amount of Notes originally issued under this Indenture 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. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to subsections clause (a) and or (b) of this Section 3.07 and Section 3.085.7, the Notes will not be redeemable at the Issuer’s optionoption prior to July 15, 2013. (d) On and after July 15, 2013 the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated in the table below: 2013 105.875 % 2014 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to February 1November 30, 20172012. On or after November 30, 2012, the Issuer may on any one Issuers shall have the option to redeem the Notes, in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein part, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notesnotice, at a the applicable redemption price equal to 106.25% prices (expressed as percentages of the principal amount of the Notes) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 30, 2012 of the years indicated below: Year Percentage 2012 106.75 % 2013 103.375 % 2014 101.6875 % 2015 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to November 30, 2012, the Issuers may, on any one or more occasions, redeem up to 35% of the original aggregate principal amount of the Notes redeemed(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 of 113.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), 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 (excluding Notes held by the Issuer and its Subsidiaries) remains must remain outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Issuers and their Subsidiaries); and (ii) such the redemption occurs not more than 180 must occur within 60 days after of the date of the closing of the relevant such Equity Offering. (bc) The Issuer Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to November 30, 2012, the Notes may on any one be redeemed, in whole or more occasions redeem all or a part in part, at the option of the Notes, Company upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to to, the date of redemptionapplicable redemption date, subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except Interest Payment Date. Any redemption pursuant to subsections (a) and (b) of this Section 3.07 and shall be made pursuant to the provisions of Section 3.08, the Notes will not be redeemable at the Issuer’s option3.01 through 3.06.

Optional Redemption. (a) At any time prior to February October 1, 20172023, the Issuer Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon not less than 30 nor more than 60 days’ notice prior notice, with a copy to the Trustee and Holders Trustee, to each Holder of NotesNotes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.25% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, plus and accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding, the date of redemption date (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to October 1, 2023, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 35.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 105.875%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds Net Cash Proceeds received by the Issuer of one or more Equity OfferingsOfferings of the Issuer; provided that: (i) at least 65that not less than 60.0% of the original aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption, excluding Notes held by the Company or any of its Restricted Subsidiaries; and (ii) provided further that each such redemption occurs not more later than 180 days after the date of the closing of the relevant related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5. (c) Except pursuant to clauses (a) and (b) The of this Section 5.6, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2023. (d) At any time and from time to time on or after October 1, 2023, the Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated in the table below: Year Percentage 2023 104.406 % 2024 102.938 % 2025 101.469 % 2026 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee payable in a tender offer other than a Change of Control Offer of Asset Disposition Offer) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (cf) Except pursuant Unless the Issuer defaults in the payment of the redemption price, interest will cease to subsections accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (ag) and (b) For the avoidance of doubt, the requirement to make any payment described in this Section 3.07 and Section 3.08, the Notes will not be redeemable at 5.6 shall only arise in connection with the Issuer’s optionvoluntary election, if any, to redeem Notes pursuant to the Optional Redemption provisions of this Indenture, and not in connection with any other payment, distribution, recovery or satisfaction in respect of the Notes, including in the case of a default, voluntary or otherwise. (h) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.5.

Optional Redemption. (a) At any time prior to February 1, 20172007, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this IndentureIndenture at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company effected after the Issue Date; provided that: (1) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Issuer, the Company and its Subsidiaries) remains outstanding immediately after the occurrence of any such redemption of Notes; (2) the redemption occurs within 60 days of the date of the closing of such Public Equity Offering. (b) Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Issuer's option prior to February 1, 2008. (c) On or after February 1, 2008, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes' notice, at a the redemption price equal to 106.25% prices (expressed as percentages of the principal amount of the Notes redeemed, amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs not more than 180 days after the date of the closing of the relevant Equity Offering. (b) The Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus to the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsapplicable redemption date, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.redeemed during the

Optional Redemption. (a) At any time prior to February December 1, 20172008, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice to the Trustee and Holders of Notes, Indenture at a redemption price equal to 106.25of 107.625% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Issuer or C▇▇▇▇▇▇ or any of C▇▇▇▇▇▇’▇ Subsidiaries other than the Issuer); and (ii2) such the redemption occurs not more than 180 within 90 days after of the date of the closing of the relevant such Equity Offering. (b) The If the Issuer may on becomes obligated to pay any one Additional Amounts as a result of a change in the laws or more occasions redeem all regulations of Canada or any Canadian taxing authority, or a part change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the date of this Indenture, the Issuer may, at its option, redeem the Notes, upon in whole but not less than 30 nor more than 60 days’ noticein part, at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment applicable redemption date. (c) Except pursuant to subsections clauses (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s optionoption prior to December 1, 2009. (d) On or after December 1, 2009, 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 and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below: 2009 103.813 % 2010 101.906 % 2011 and thereafter 100.000 %

Optional Redemption. (a) At any time prior to February 1June 15, 20172026, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including, without limitation, any Additional Notes) issued under this Indenturethe Indenture in an amount not greater than the net cash proceeds of one or more Equity Offerings by the Issuer, upon not less than 30 nor more than 60 days’ notice to as provided in the Trustee and Holders of NotesIndenture, at a redemption price equal to 106.25108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) such the redemption occurs not more than within 180 days after of the date of the closing of the relevant such Equity Offering. (b) The At any time prior to June 15, 2026, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture. (d) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08the preceding paragraphs, the Notes will not be redeemable at the Issuer’s optionoption prior to June 15, 2026. (e) On and after June 15, 2026, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below: Year Percentage 2026 104.125 % 2027 102.063 % 2028 and thereafter 100.000 %

Optional Redemption. (a) At any time prior to February November 1, 20172023, the Issuer may on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under this the Indenture, upon not less than 30 10 nor more than 60 days’ notice to the Trustee and Holders of NotesNotes (with a copy to the Trustee), at a redemption price equal to 106.25103.875% of the principal amount of the Notes redeemed, plus accrued and but unpaid interest and Additional Amountsinterest, if any, to to, but excluding, the redemption date Redemption Date (subject to the rights of Holders of Notes to be redeemed on or after a record date for the Notes payment of interest to receive interest on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount of cash no greater than the net cash proceeds (net of one or more underwriting discounts and commissions) of all Equity OfferingsOfferings by the Issuer since the Issue Date; provided that: (i1) at least 6560% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under this the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) such the redemption occurs not more than 180 within 120 days after of the date of the closing of such Equity Offering. In addition, prior to November 1, 2023, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice to Holders of Notes (with a copy to the Trustee) at a redemption price equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable Make-Whole Redemption Date (subject to the rights of Holders of Notes to be redeemed on or after a record date for the payment of interest to receive interest on the relevant Equity Offering. (b) The Interest Payment Date), plus the Make-Whole Premium. With respect to any such redemption the Trustee shall have no responsibility for verifying or otherwise for such calculation or calculation of the redemption price. On or after November 1, 2023, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticenotice to Holders of Notes (with a copy to the Trustee), at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of amount) set forth below, plus accrued but unpaid interest, if any, on the Notes redeemed, plus to, but excluding, the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, applicable Redemption Date (subject to the rights of Holders of Notes to be redeemed on or after a record date for the Notes payment of interest to receive interest on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % Notwithstanding the foregoing provisions of this paragraph 5, the payment of accrued but unpaid interest in connection with the redemption of Notes is subject to the rights of a Holder of Notes on a record date for the payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the related Interest Payment Date to receive interest due on the relevant interest payment datesuch Interest Payment Date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07 and Section 3.08, the Notes will not be redeemable at the Issuer’s option.