Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May November 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon notice in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (cb) Until May November 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of by it from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are Notes issued under the this Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, the Notes will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to November 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May November 15, 2016, the Issuer may redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 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 the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May November 15 of each of the years indicated below: 2016 103.750 104.500 % 2017 102.500 103.000 % 2018 101.250 101.500 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(bSubject to and in accordance with the provisions of this Section 10, the Corporation shall have the right, at its option, at any time (subject to Section 10(c)), 5(cto redeem, out of funds legally available therefor, (i) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part (ii) any portion of the Notes shares of Preferred Stock then outstanding at a redemption price per share in cash (the “Redemption Price”) equal to 100% two times (2x) the sum of (A) the principal amount Liquidation Preference and (B) the Accrued Dividends of the Notes redeemed plus the Applicable Premium each such share of Preferred Stock as of, and accrued and unpaid interest, if any, to of the date of such redemption; provided, that any Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x) the amount of such current period Accrued Dividends; provided, further, that any redemption under this Section 10 for less than all of the shares of Preferred Stock then outstanding must be for no less than one-third (1/3) of the total number of shares of Preferred Stock initially issued to the Investor on the Original Issuance Date and must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below five percent (5%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis). The Corporation may exercise its right to require redemption under this Section 10 by sending a written notice to each Holder of Preferred Stock (the “Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Redemption Date”), subject which shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date the Redemption Notice is sent and (y) the aggregate number of shares of Preferred Stock which are being redeemed pursuant to such redemption. If fewer than all of the shares of Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders of Preferred Stock based on the total number of shares of Preferred Stock then held by such Holder relative to the total number of shares of Preferred Stock then outstanding. Notwithstanding anything to the contrary in this Section 10(a), each Holder of shares of Preferred Stock to be redeemed by the Corporation may elect to convert all or any portion of the shares of Preferred Stock held by such Holder into Common Stock in accordance with the provisions of Section 6 (taking into account the limitation in the last sentence of Section 6(a)(i)(B), applied ratably with respect to each outstanding share of Preferred Stock) at any time prior to the applicable Redemption Date. (b) Redemption pursuant to Section 10(a) shall become effective on the Redemption Date and the aggregate Redemption Price for such redeemed shares shall be due and payable in cash to the record Holder of the shares of Preferred Stock being redeemed on such date. If a Redemption Notice has been delivered in accordance with Section 10(a) and if the funds necessary for redemption have been paid to the Holders of shares of Preferred Stock being redeemed, then from and after the applicable Redemption Date, dividends and distributions will cease to accrue on such redeemed shares of Preferred Stock, such redeemed shares of Preferred Stock shall no longer be deemed outstanding and all rights of the Holders with respect to such redeemed shares of Notes on Preferred Stock will terminate, except the relevant Record Date right to receive interest due on the relevant Interest Payment Dateaggregate Redemption Price for such redeemed shares of Preferred Stock held by each such Holder. (c) Until May 15, 2016, The Corporation’s optional redemption right provided by Section 10(a) shall not be available to the Issuer may, Corporation at its option, on one or more occasions redeem up to 35any time at which: (i) the Common Stock Trading Price has exceeded 200% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of then applicable Conversion Price (x) for more than five (5) Trading Days during the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding 30-Trading Day period immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of preceding the date of closing delivery of each such Equity Offering. the Redemption Notice or (y) for any Trading Day during the five (5) consecutive Trading Day period immediately preceding the date of any redemption upon any Equity Offering may be given prior delivery of the Redemption Notice; or (ii) the Corporation is, or was during the five (5) consecutive Trading Day period immediately preceding the date of delivery of the Redemption Notice, in possession of material non-public information relating to the redemption thereofCorporation, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestthat, if anypublicly disclosed, would be reasonably expected to have a material and positive effect on the Common Stock Trading Price on the Trading Day immediately following the date on which such information is publicly disclosed relative to the Redemption Date, subject to the right of Holders of record Common Stock Trading Price on the relevant Record Date to receive interest due Trading Day immediately preceding the date on the relevant Interest Payment Date, if redeemed during the twelvewhich such information is publicly disclosed (assuming such information is publicly disclosed pre-month period beginning market open on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturea Trading Day or on a day that is not a Trading Day).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon notice in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (cb) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of by it from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are Notes issued under the this Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, the Notes will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to May 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 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 the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month twelvemonth period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under set forth in clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and (c) of this Section 3.07, the Issuers shall not have the option to redeem the Notes prior to May December 15, 20162010. On or after December 15, 2010, the Issuer may Issuers shall have the option to redeem all or or, from time to time, a part of the Notes Notes, 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 interestinterest (including Additional Interest, if any, ) to the applicable redemption date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date.), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 2010 104.0625 % 2011 102.7083 % 2012 101.3542 % 2013 and thereafter 100.000 % (cb) Until May On or before December 15, 20162010, the Issuer mayIssuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at its option, on one or more occasions redeem up to 35a redemption price equal to: (i) 100% of the aggregate principal amount of the Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofbe redeemed, plus accrued and unpaid interest, if any, to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date), with plus (ii) the net cash proceeds received of Make Whole Amount. (c) On or before December 15, 2008, the Issuers may on any one or more Equity Offerings; provided that at least 50occasions redeem in the aggregate up to 35% of the sum of the aggregate principal amount of Notes originally issued under hereunder with the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence net cash proceeds of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion Equity Offerings at a redemption price equal to 108.125% of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date a record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each ); provided that Back to Contents (i) at least 65% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %aggregate principal amount of Notes issued hereunder remains outstanding after each such redemption; and (eii) any redemption occurs within 90 days after the closing of such Equity Offering (without regard to any over-allotment option). (d) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (ba) At any time prior to May November 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May November 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May November 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May November 15 of each of the years indicated below: 2016 103.750 104.500 % 2017 102.500 103.000 % 2018 101.250 101.500 % 2019 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15October 1, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 3540.0% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to 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 received of by the Issuer from one or more Equity Offerings; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such . All redemption or notice notices may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) On and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, ) if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 103.250 % 2016 103.750 101.625 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to November 1, 2019. (b) At any time prior to May 15November 1, 2016, 2019 the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date, and plus, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15November 1, 20162019, the Issuer may, at its option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes issued by it at a redemption price equal to 105.000107.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 60 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15November 1, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May 15 November 1 of each of the years indicated below: 2016 103.750 2019 105.438 % 2017 102.500 2020 103.625 % 2018 101.250 2021 101.813 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture. In addition, any redemption pursuant to this paragraph 5 may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a debt or equity financing, acquisition or other transaction or event. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (including to a date later than 60 days after the date on which such notice was mailed or delivered electronically), 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 redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May February 15, 20162023, the Issuer may redeem all or a part portion of the Notes 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 to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May February 15, 20162023, the Issuer may redeem the Notes, in whole or in part part, upon notice as set forth in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to 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 May February 15 of each of the years indicated below: 2016 103.750 2023 103.063 % 2017 102.500 2024 101.531 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ec) Any In addition, until February 15, 2023, the Issuer may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption pursuant price equal to this paragraph 5 shall be made pursuant 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the provisions right of Sections 3.01 through 3.06 Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the Indenturesum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except On and after July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as described below under clauses 5(bpercentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), 5(c) if redeemed during the twelve-month period beginning on July 15 of each of the years set forth below. Year Percentage 2013 106.625 % 2014 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior Prior to May July 15, 20162013, the Issuer Issuers may redeem all or a part up to 35% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price of 113.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (3) the redemption occurs within 90 days of the Issuers’ receipt of the proceeds of such Equity Offering. (c) Prior to July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016to, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, date (subject to the right of Holders of record on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthis Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Unsecured Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Unsecured Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringoffer. (d) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (e) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 % 100.000% (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Unsecured Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption 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 modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indentureredemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 15, 2020, the Issuers may, at their 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) 108.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that 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. Notice of any redemption upon any the applicable Equity Offering may be 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 Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 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 thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part 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 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 May 15 of each of the years periods indicated below: 2016 103.750 October 15, 2020 to October 14, 2021 106.563 % 2017 102.500 October 15, 2021 to April 14, 2022 104.375 % 2018 101.250 % 2019 April 15, 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their 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 Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 B Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 B Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 B Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 B Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 B Notes originally issued under the Indenture on the Issue Date and any Additional 2017 B Notes that are 2017 B Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 B Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750 % 2017 102.500 2013 104.62500 % 2018 101.250 2014 102.31250 % 2019 2015 and thereafter 100.000 100.00000 % (e) Any redemption of 2017 B Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before January 15, 2019. (b) At any time prior to May January 15, 20162019, the Issuer may redeem all or a part of the Notes 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, if any, interest to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May Prior to January 15, 20162019, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 105.000105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Additional Interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and or after May January 15, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 2019 103.844 % 2017 102.500 2020 102.563 % 2018 101.250 2021 101.281 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162014, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May April 15, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May April 15, 20162014, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofNot more than once in any twelve-month period, the Issuer shall be entitled to redeem Notes will at a Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest, to the Redemption Date; provided that the aggregate principal amount of Notes redeemed in aggregate pursuant to this Section 5(a) shall not be redeemable at the Issuer’s optionexceed $75.0 million. (b) At any time prior to May 15June 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes shall be entitled on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) at a redemption price equal to 105.000Redemption Price of 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsDesignated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Designated Offering. (dc) On and or after May 15June 1, 20162011, the Issuer may shall be entitled to redeem all or part of the Notes, in whole or in part at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if anyinterest thereon, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below: 2016 103.750 2011 105.000% 2017 102.500 2012 102.500% 2018 101.250 % 2019 and thereafter 100.000 2013 100.000% (ed) Any redemption pursuant In addition, at any time and from time to this paragraph 5 shall be made pursuant time prior to June 1, 2011, the provisions of Sections 3.01 through 3.06 Company may redeem all or any portion of the IndentureNotes outstanding at a redemption price equal to (a) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date, plus (b) the Make Whole Amount.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May October 15, 20162020, the Issuer may Issuers may, at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, 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 redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that 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. Notice of any redemption upon any the applicable Equity Offering may be 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 Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 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 or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer may Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, in whole or in part part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to 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 May 15 of each of the years periods indicated below: 2016 103.750 Period Percentage October 15, 2020 to October 14, 2021 106.563 % 2017 102.500 October 15, 2021 to April 14, 2022 104.375 % 2018 101.250 % 2019 April 15, 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthe Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Unsecured Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by an Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringoffer. (d) [Reserved]. (e) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (f) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 100.000% (eg) Any In connection with any redemption pursuant of Unsecured Notes (including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to this paragraph 5 one or more conditions precedent. 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 made pursuant satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the provisions Holders of Sections 3.01 through 3.06 Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Issuer defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and from time to time prior to May April 15, 20162025, the Issuer Issuers may redeem all or a part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable redemption date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (cb) Until May On or after April 15, 20162025, the Issuer mayIssuers may redeem the Notes at their option, in whole at any time or in part from time to time, at its option, on one or more occasions redeem up to 35% the following redemption prices (expressed as a percentage of the aggregate principal amount of the Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofbe redeemed), plus accrued and unpaid interestinterest to, but excluding, 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 anyredeemed during the 12-month period commencing on April 15 of the years set forth in the table below: 2025 102.625% 2026 101.313% 2027 and thereafter 100.000% (c) Notwithstanding the foregoing, at any time and from time to time on or prior to April 15, 2025, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the Redemption Dateextent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.250%, plus accrued and unpaid interest 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); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 120 days of after the date of closing of each on which any such Equity Offering. Notice Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of any Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. (d) Any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, including completion of the related an Equity OfferingOffering or other corporate transaction. (de) On Except pursuant to clauses (a), (b) and after May 15, 2016(c) of this Section 3.07, the Issuer may redeem Notes will not be redeemable at the Issuers’ option prior to the maturity date of the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %. (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. set forth in subparagraphs (b) At any time and (c) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May August 15, 2016. Thereafter, the Issuer may Company shall have the option to redeem all the Notes, in whole or a part in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2016 106.000 % 2017 104.000 % 2018 102.000 % 2019 and thereafter 100.000 % (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to August 15, 2016, the Issuer may, at its option, Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes theretofore issued under the Indenture at a redemption price equal to 105.000Redemption Price of 108.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received of one or more Equity Offerings; provided that (i) at least 5065% of the sum of the aggregate principal amount of Notes originally theretofore issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that following each such redemption occurs and (ii) the redemption shall occur within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May In addition, at any time prior to August 15, 2016, the Issuer Company may redeem the Notes, in whole all or in part at the redemption prices (expressed as percentages of principal amount of the Notes at a Redemption Price equal to be redeemedthe sum of (i) set forth below100% of the principal amount thereof, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 A Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 A Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 A Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 A Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 A Notes originally issued under the Indenture on the Issue Date and any Additional 2017 A Notes that are 2017 A Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 A Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750% 2017 102.500 2013 104.62500% 2018 101.250 2014 102.31250% 2019 2015 and thereafter 100.000 100.00000% (e) Any redemption of 2017 A Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) 6 hereof, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to October 15, 2017. (b) At any time prior to May October 15, 20162017, the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date (the “Redemption Date”), and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May October 15, 20162017, the Issuer may, at its option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000106.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with an amount of cash not greater than the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May October 15, 20162017, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to 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 May October 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 104.688 % 2018 101.250 103.125 % 2019 101.563 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to February 15, 5(c) and 5(d) hereof, 2025 the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not be redeemable at greater than the net cash proceeds of one or more Equity Offerings by the Issuer’s option, upon notice as provided in this Indenture, at a redemption price equal to 104.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May February 15, 2016, 2025 the Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon notice as provided in this 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, if any, interest to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Except pursuant to Section 3.07(a), 2016(b) or (e), the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to February 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2025. (d) On and after May February 15, 2016, 2025 the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed to the Redemption Dateapplicable date of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May February 15 of each of the years indicated below: 2016 103.750 2025 102.375 % 2017 102.500 2026 101.1875 % 2018 101.250 % 2019 2027 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 paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162018, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to April 1, 2018, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 104.125% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% 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 (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2018. (d) On and after May 15April 1, 20162018, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, 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 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 May 15 April 1 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 103.09375% 2019 101.03125% 2020 and thereafter 100.000 100.000% (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the Redemption Date. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of hereof. (g) In addition to any redemption pursuant to this Section 3.07, the IndentureIssuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofin this Section 3.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to March 15, 2013. (b) At any time prior to May March 15, 20162014, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 105.000107.50% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date, date of redemption (subject to the right rights of the Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds received of one or more an Equity OfferingsOffering; provided that that: (1) at least 50% of the sum of the original aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Parent and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May At any time prior to March 15, 20162013, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time prior to March 15, 2014, the Company may redeem a portion of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to 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; provided that in whole no event may the Company redeem more than 10% of the original aggregate principal amount of the Notes during any period of twelve consecutive months. (e) On or in after March 15, 2013, the Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount on the date of the Notes to be redeemed) set forth belowredemption), plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve12-month period beginning on May March 15 of each of the years indicated 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: 2016 2013 105.625 % 2014 103.750 % 2017 102.500 % 2018 101.250 % 2019 2015 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. (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) At any time when the Company may redeem Notes pursuant to more than one of the Indentureprovisions of this Section 3.07, the Company at its option may effect such redemption pursuant to any one, or if it so elects more than one, of such provisions. If the Company elects to redeem Notes under more than one such provision, the Company may designate the amount of Notes to be redeemed under each provision and whether the use of such provisions will be simultaneous or sequential and, if sequential, the order of such use.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May March 15, 20162020, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to March 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 103.25% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to March 15, 2020. (d) On and after May March 15, 20162020, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May March 15 of each of the years indicated below: 2016 103.750 2020 101.625 % 2017 102.500 2021 100.813 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem Toggle Notes at the Issuer’s optionits option prior to November 1, 2011. (b) At any time prior to May 15November 1, 20162011, the Issuer may redeem all or a part of the Notes Toggle Notes, at a redemption price equal to 100% of the principal amount of the Toggle Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, and Additional Interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Toggle Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15From and after November 1, 20162011, the Issuer may redeem the Toggle Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Toggle Notes to be redeemed) 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 Toggle Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: Year Percentage 2012 105.250% 2013 103.500% 2014 101.750% 2015 and thereafter 100.000% (d) Prior to November 1, 2010, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of all Toggle Notes at a redemption price equal to 105.000110.500% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Toggle Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of the Initial Toggle Notes originally issued under the Indenture and any Additional Toggle Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further providedfurther that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (de) On and after May 15, 2016If the Issuer redeems less than all of the outstanding Toggle Notes, the Issuer may redeem Trustee shall select the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Toggle Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to redeemed in 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 May 15 of each manner described under Section 3.02 of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %Indenture. (ef) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162012, the Notes may be redeemed or purchased (by the Issuer may redeem all or a part of the Notes any other Person), in whole or in part, upon notice as provided in Section 3.03 hereof, at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the ““ Redemption Date ”) and, without duplication, accrued and unpaid interest to 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. (cb) Until May 15August 1, 20162011, the Issuer may, at its option, on one or more occasions occasions, upon notice as provided in Section 3.03 hereof, redeem up to 3540.0% of the then outstanding aggregate principal amount of each of (i) the Senior Cash Pay Notes at a redemption price equal to 105.000110.750% of the aggregate principal amount thereof, and (ii) the Senior Toggle Notes (and any PIK Notes issued in respect thereof) at a redemption price equal to 111.00% of the aggregate principal amount thereof, in each case, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, originally issued under the this Indenture and any Additional Notes that are Senior Cash Pay Notes or Senior Toggle Notes, as applicable, issued under the this Indenture after the Issue Date (but excluding PIK Notes in the case of the Senior Toggle Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to Sections 3.07(a) and (b), the Notes shall not be redeemable at the Issuer’s option before August 1, 2012. (d) On and after May 15August 1, 20162012, each of the Senior Cash Pay Notes and the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, to be redeemed) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2012 105.375 % 2017 102.500 105.500 % 2018 101.250 2013 102.688 % 2019 102.750 % 2014 and thereafter 100.000 % 100.000 % (e) Any redemption of the Notes pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to April 15, 2019. (b) At any time prior to May April 15, 2016, 2019 the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May April 15, 20162018, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000108.25% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May April 15, 20162019, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May April 15 of each of the years indicated below: 2016 103.750 2019 104.125 % 2017 102.500 2020 102.063 % 2018 101.250 % 2019 2021 and thereafter 100.000 % (e) In the event Holders of not less than 90% in aggregate principal amount of the then 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 as described above) purchases all of the Notes tendered by such Holders, the Issuers (or any 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 the purchase pursuant to such Change of Control Offer, to redeem all of such 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, but excluding, the date of purchase. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and from time to time prior to May 151, 2016, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder (or electronically transmitted) or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (cb) Until At any time and from time to time prior to May 151, 2016, the Issuer may, at its option, on one or more occasions Issuers may redeem in the aggregate up to 3540% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price equal to 105.000% (expressed as a percentage of the aggregate principal amount thereof) of 103.375%, plus accrued and unpaid interest, if any, interest to the Redemption Date, 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); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 90 days of after the date of closing of each on which any such Equity OfferingOffering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this 509335-1996-14206-13941291 Indenture. Notice of any redemption upon any Equity Offering may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after Except pursuant to clauses (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to May 151, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %. (ed) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to March 15, 2025. (b) At any time prior to May March 15, 20162025, the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May March 15, 20162025, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000104.625% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May March 15, 20162025, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May March 15 of each of the years indicated below: 2016 103.750 2025 102.313% 2017 102.500 2026 101.542% 2018 101.250 2027 100.771% 2019 2028 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s Issuers’ option. (b) At any time prior to May July 15, 20162012, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 20162010, the Issuer Issuers may, at its option, their option on one or more occasions occasions, redeem up to 3535.0% of the aggregate principal amount of Notes issued by it at a redemption price equal to 105.000110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to 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 received of by the Company from one or more Equity Offerings; provided that at least 5050.0% of the sum of the aggregate principal amount of the Initial Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May July 15, 20162012, the Issuer Issuers may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to 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), if redeemed during the twelve-month period beginning on May July 15 of each of the years indicated below: 2016 103.750 2012 105.000 % 2017 102.500 2013 103.333 % 2018 101.250 2014 101.667 % 2019 2015 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(bAt any time prior to April 15, 2028, the Issuers may, on one or more occasions, redeem up to 40% of the aggregate principal amount of 2031 Notes (including any Additional Notes in respect of such 2031 Notes) at a redemption price of 106.125% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), 5(cwith the net cash proceeds of one or more Equity Offerings; provided that: (i) and 5(dat least 60% of the aggregate principal amount of 2031 Notes (including any Additional Notes in respect of such 2031 Notes) hereof, remains outstanding immediately after the occurrence of such redemption (excluding any 2031 Notes will not be redeemable at held by the Issuer’s optionParent or any of its Subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May April 15, 20162028, the Issuer Issuers may at their option redeem all the 2031 Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the 2031 Notes (including any Additional Notes in respect of such 2031 Notes) being redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant corresponding Interest Payment Date). (c) Until May On or after April 15, 20162028, the Issuer mayIssuers may at their option redeem the 2031 Notes, in whole or in part, at its optionthe redemption prices (expressed as percentages of principal amount) set forth below plus 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 corresponding Interest Payment Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2028 103.063 % 2029 101.531 % 2030 and thereafter 100.000 % (d) At any time prior to April 15, 2029, the Issuers may, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of 2034 Notes (including any Additional Notes in respect of such 2034 Notes) at a redemption price equal to 105.000of 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, but not including, the redemption date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of 2034 Notes (including any Additional Notes in respect of such 2034 Notes) remains outstanding immediately after the occurrence of such redemption (excluding any 2034 Notes held by the Parent or any of its Subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (e) At any time prior to April 15, 2029, the Issuers may at their option redeem the 2034 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2034 Notes (including any Additional Notes in respect of such 2034 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 corresponding Interest Payment Date). (f) On or after April 15, 2029, the Issuers may at their option redeem the 2034 Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and un-paid interest to the redemption date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), if anyredeemed during the twelve-month period beginning on April 15 of the years indicated below: 2029 103.188 % 2030 101.594 % 2031 and thereafter 100.000 % (g) In the event that Holders of not less than 90% of the principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers pursuant to this Section 4.11, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes of such series that remain outstanding following such purchase at the purchase price specified in the Change of Control Offer plus, to the Redemption Dateextent 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 (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one Date falling on or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringdate). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (eh) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofin this Section 3.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 1, 2012. (b) At any time prior to May 15February 1, 20162012, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, 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, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 105.000109.875% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of the Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds received of one or more an Equity OfferingsOffering by the Company; provided that that: (1) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by Parent and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May 15At any time prior to February 1, 20162012, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time prior to February 1, 2013, the Company may redeem a portion of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that in whole no event may the Company redeem more than 10% of the original aggregate principal amount of the Notes during any 12-month period. (e) On or in after February 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount on the date of the Notes to be redeemed) set forth belowredemption), plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve12-month period beginning on May 15 of each February 1 of the years indicated 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: 2016 103.750 Period Percentage 2012 107.406 % 2017 102.500 % 2018 101.250 % 2019 2013 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. (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15December 1, 20162010, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15December 1, 20162008, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000111.875 % of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity OfferingsOfferings and redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided provided, however, that at least $150,000,000 aggregate principal amount of Notes and at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further further, however, that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingOffering or Designated Asset Sale, as the case may be. (dc) On and after May 15December 1, 2016, 2010 the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice set forth in 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 interestinterest thereon and Additional Interest, if any, to 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 May 15 December 1 of each of the years indicated below: 2016 103.750 2010 105.938 % 2017 102.500 2011 103.958 % 2018 101.250 2012 101.979 % 2019 2013 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b)The Notes may be redeemed, 5(c) and 5(d) hereofin whole or in part, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15November 1, 20162012, at the option of the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days notice mailed by first-class mail to each Holder’s registered address at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and any Additional Interest, if any, to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) At any time prior to November 1, with 2012, the net cash proceeds received of Issuer shall be entitled on any one or more Equity Offerings; provided that at least 50occasions to redeem up to 35% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence Notes) at a Redemption Price of each such redemption; provided further that each such redemption occurs within 180 days 111.375% of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth belowthereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (which includes any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) On or after November 1, 2012, the Issuer shall be entitled to 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, thereon, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on May 15 of each November 1 of the years indicated below: 2016 103.750 2012 105.688% 2017 102.500 % 2018 101.250 % 2019 2013 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuers will not be redeemable entitled to redeem the 2022 Notes at the Issuer’s optiontheir option prior to February 15, 2017. (b) At any time prior to May February 15, 2016, 2017 the Issuer Issuers may redeem all or a part of the 2022 Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the 2022 Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May February 15, 20162017, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of 2022 Notes issued by them at a redemption price equal to 105.000105.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 60 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May February 15, 20162017, the Issuer Issuers may redeem the 2022 Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2022 Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May February 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 103.938 % 2018 101.250 102.625 % 2019 101.313 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to June 15, 2022. (b) At any time prior to May June 15, 20162022, the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May June 15, 20162022, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000106.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May June 15, 20162022, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May June 15 of each of the years indicated below: 2016 103.750 2022 103.125% 2017 102.500 2023 101.563% 2018 101.250 % 2019 2024 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses Sections 5(b), ) and 5(c) and 5(d) hereofbelow, the Notes will shall not be redeemable at the Issuer’s optionoption before March 15, 2018. (b) At any time prior to May March 15, 20162018, the Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium calculated by the Issuer as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until March 15, 2018, the Issuer may, at its option, on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 110.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May March 15, 20162018, the Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May March 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 107.969 % 2019 105.313 % 2020 102.656 % 2021 and thereafter 100.000 % (e) Any redemption of Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to July 15, 5(c) and 5(d) hereof2016, the Issuer may, on one or more occasions redeem, during each 12-month period commencing with the Issue Date, up to 10% of the then outstanding aggregate principal amount of the Fixed Rate Euro Notes will and up to 10% of the then-outstanding aggregate principal amount of the Fixed Rate Dollar Notes, upon not be redeemable less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 103% of the Issuer’s optionprincipal amount of Fixed Rate Euro Notes and/or Fixed Rate Dollar Notes redeemed, as applicable, plus accrued and unpaid interest and Additional Amounts, if any, on the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes redeemed, as applicable, to the applicable date of redemption, subject to the rights of holders of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as applicable, on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) issued under this Indenture at a redemption price of 104.000% of the principal amount for Fixed Rate Euro Notes and at a redemption price of 104.750% of the principal amount for Fixed Rate Dollar Notes, plus accrued and unpaid interest and Additional Amounts (if any) then due to the redemption date, with the net cash proceeds of any Equity Offering of common stock or ordinary shares of (1) Wind or (2) any Parent Holdco of Wind to the extent the proceeds from such Equity Offering are contributed to Wind’s common equity capital or are paid to Wind as consideration for the issuance of common stock or ordinary shares of Wind or as Subordinated Shareholder Debt; provided that: (i) at least 65% of the aggregate principal amount of the Fixed Rate Euro Notes and at least 65% of the aggregate principal amount of the Fixed Rate Dollar Notes originally issued under this Indenture (excluding Fixed Rate Notes held by the Issuer, Wind and their respective Affiliates) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of the relevant Equity Offering. (c) At any time prior to July 15, 2016, the Issuer may at its option also redeem all or a part of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at a redemption price equal to 105.000100% of the aggregate principal amount thereofof Fixed Rate Notes redeemed plus the Applicable Premium (calculated as of a date no more than three Business Days prior to the date of the relevant redemption notice) as of, plus and accrued and unpaid interestinterest and Additional Amounts, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record the Fixed Rate Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (d) Except pursuant to subsections (a) and (b) of this Section 3.07 or as set forth in Section 3.08, with the net cash proceeds received Notes will not be redeemable at the Issuer’s option prior to July 15, 2016. On or after July 15, 2016, the Issuer may at its option redeem all or a part of one the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 102.000 % 102.375 % 2017 101.000 % 101.188 % 2018 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 Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date. (f) At any time prior to July 15, 2015, the Issuer may at its option also redeem all or a part of the Floating Rate Notes upon not less than 10 nor more Equity Offerings; provided that than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at least 50a redemption price equal to 100% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under redeemed plus the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence Applicable Floating Rate Note Premium (calculated as of each such redemption; provided further that each such redemption occurs within 180 days of a date no more than three Business Days prior to the date of closing the relevant redemption notice) as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of each such Equity Offering. Notice redemption, subject to the rights of any redemption upon any Equity Offering may Holders of the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (g) Except pursuant to subsection (f) of this Section 3.07, the Floating Rate Notes will not be given redeemable at the Issuer’s option prior to July 15, 2015. On or after July 15, 2015, the Issuer may at its option redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption thereofprices (expressed as percentages of principal amount) set forth below, plus accrued and any such unpaid interest and all Additional Amounts (if any) then due on the Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 and thereafter 100.000 % (h) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date. (i) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06. (j) Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162018, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 105.000106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally initially issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each following such redemption; provided further that each and (ii) any such redemption occurs shall be made within 180 90 days of the date of the closing of each any such Equity Offering. (b) At any time prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (c) The redemption price for Notes that are redeemed on or after the Par Call Date will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. The redemption price shall be calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to rely on such calculation. Notice of any redemption redemption, including, without limitation, upon any an Equity Offering may be given prior to the redemption thereofOffering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) On and after May 15. If such redemption notice is subject to satisfaction of one or more conditions precedent, 2016such notice shall state that, in the Issuer’s discretion, the Issuer redemption date may redeem the Notes, in whole be delayed until such time as any or in part 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 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 May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 all such conditions shall be made pursuant to satisfied (or waived by the provisions 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 by the date of Sections 3.01 through 3.06 redemption, or by the date of the Indentureredemption so delayed.

Optional Redemption. (a) Except as described below At any time prior to May 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under clauses 5(bthe Indenture at a redemption price equal to 105.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date), 5(cwith an amount of cash not greater than the net proceeds of one or more Equity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and 5(dits Subsidiaries) hereof, remains outstanding immediately after the Notes will not be redeemable at occurrence of such redemption; and (ii) the Issuer’s optionredemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016Except pursuant to the preceding paragraphs, the Issuer may, Notes will not be redeemable at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Company’s option prior to the redemption thereofMay 1, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2018. (d) On and or after May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each 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: 2016 103.750 % 2017 Year Percentage 2018 102.500 % 2018 101.250 2019 101.667 % 2019 2020 100.833 % 2021 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162013, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date. (dc) On and or after May 15June 1, 20162013, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, 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 record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2016 103.750 2013 104.000 % 2017 102.500 2014 102.000 % 2018 101.250 % 2019 and thereafter 2015 100.000 % (d) Until June 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.50% of the aggregate principal amount thereof 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, with the net cash proceeds from one or more Equity Offerings to the extent that such net cash proceeds are received by or contributed to the Issuer; provided that (i) at least 50.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption or notice of redemption may, at the Issuer’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 event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)The Co-Issuers, 5(c) and 5(d) hereofat their option, may redeem the Notes will not be redeemable in whole at the Issuer’s option. (b) At any time prior or in part from time to May 15time, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal (i) to 100% of the principal amount of the Notes redeemed to be redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, interest (if any, ) on the principal amount of Notes being redeemed to the (but not including) such redemption date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no duty to verify the calculation of any redemption price made by the Company. For avoidance of doubt, on or after January 15, 2030 (at which time the Applicable Premium becomes zero), in no event will clause (ii) of this Section 3.07(a) result in an increase in the redemption price. (cb) Until May In addition, at any time prior to January 15, 20162028, the Issuer mayCo-Issuers, at its their option, may, on one or more occasions occasions, upon notice as described in Section 3.03, redeem up to 3540% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Indenture at a redemption price equal to 105.000(i) 110.000% of the aggregate principal amount thereof, in an aggregate amount not exceeding the aggregate gross cash proceeds of one or more Equity Offerings to the extent such proceeds are received by or contributed to a Note Party plus (ii) accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with interest payment date falling on or prior to the net cash proceeds received of one or more Equity Offeringsredemption date; provided that (a) at least 5060% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture and Closing Date (including the principal amount of any Additional Notes issued under of the Indenture after the Issue Date same series) remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (ec) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15February 1, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, 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 notice as provided in this Indenture, at a redemption price equal to 105.000107.375% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds received of one or more from an Equity OfferingsOffering by the Partnership; provided that that: (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice . (b) At any time prior to February 1, 2016, the Issuers may on any one or more occasions redeem all or a part of any the Notes, upon notice as provided in this Indenture, at a redemption upon any Equity Offering may be given prior price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest to the redemption thereofdate (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to clauses (a), and any such redemption (b) or notice may(e) hereof, the Notes will not be redeemable at the Issuer’s discretionIssuers’ option prior to February 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May 15February 1, 2016, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if anyinterest on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 of each February 1 of the years indicated below: Year Percentage 2016 103.750 105.531% 2017 102.500 103.688% 2018 101.250 101.844% 2019 and thereafter 100.000 100.000% (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 paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 2016, 2028 the Issuer may may, at its option, on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15At any time prior to August 1, 20162028, the Issuer may, at its option, option and on one or more occasions occasions, redeem up to 3540.0% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereof, plus (ii) a premium equal to the stated interest rate per annum on the Notes, plus (iii) accrued and unpaid interest, if any, to 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, in an amount equal to or less than the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds received of one or more an Equity OfferingsOffering; provided provided, that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and any Affiliate of the Issuer) remains outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date the Issuer received the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may or contribution. (c) The Issuer will be given entitled, at its option, to redeem up to 10.00% of the original aggregate principal amount of the Notes issued under the Indenture at any time and from time to time during any twelve-month period ending on or prior to August 1, 2028 at a redemption price equal to 103.00% of the redemption thereofprincipal amount of the Notes, plus accrued and any such redemption or notice mayunpaid interest, at if any, to, but excluding, the Issuer’s discretionRedemption Date, be subject to one or more conditions precedent, including, but not limited to, completion the right of Holders of record on the related Equity Offeringrelevant record date to receive interest due on the relevant Interest Payment Date. (d) In connection with any Change of Control Offer, Asset Sale Offer or tender offer to, in each case, purchase the Notes, if Holders of not less than 90.0% 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, Asset Sale Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon notice given not more than 60 days following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest, 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). (e) Except pursuant to clauses (a) through (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to August 1, 2028. (f) On and after May 15August 1, 20162028, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of August 1 in each of the years indicated below: 2016 103.750 2028 103.438% 2017 102.500 2029 101.719% 2018 101.250 % 2019 2030 and thereafter 100.000 100.000% (eg) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162022, the Issuer may redeem all or a part portion of the Notes 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 to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May 15, 20162022, the Issuer may redeem the Notes, in whole or in part part, upon notice as set forth in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to 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 May 15 of each of the years indicated below: 2016 103.750 2022 103.000 % 2017 102.500 2023 101.500 % 2018 101.250 % 2019 2024 and thereafter 100.000 % (ec) Any In addition, until May 15, 2022, the Issuer may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption pursuant price equal to this paragraph 5 shall be made pursuant 106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the provisions right of Sections 3.01 through 3.06 Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the Indenturesum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, 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 the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in the Indenture, at a redemption price equal to 105.000107.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date); provided that: (A) at least 65% of the aggregate principal amount thereofof Notes (including, without limitation, additional Notes, if any) originally issued under the Indenture (excluding Notes held by the Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice 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 interestinterest and Additional Interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, with and pursuant to the net cash proceeds received of one or more Equity Offerings; provided that at least 50% conditions in, Section 4.15(f) of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingIndenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to May 1, 2017. (e) On and after May 151, 20162017, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below: 2016 103.750 % Year Percentage 2017 102.500 103.813 % 2018 101.250 101.906 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162012, the Issuer Company may redeem all or a part of the Notes at its option, in whole or in part, 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 interestinterest to, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption. (cb) Until May 15, 2016, the Issuer may, at its option, At any time on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 20162012, the Issuer may Company shall have the option to redeem the Notes, in whole or in part 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 to be redeemedamount) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 2012 103.875 % 2017 102.500 2013 102.583 % 2018 101.250 2014 101.292 % 2019 2015 and thereafter 100.000 % (ec) Any Further, prior to May 15, 2010, the Company may redeem on any one or more occasions Notes representing up to 35% of the aggregate principal amount of Notes originally issued from time to time under the Indenture (plus any other Notes originally issued after the Issue Date) at a redemption pursuant to this paragraph 5 shall be made pursuant price of 107.750% of the principal amount thereof, plus accrued and unpaid interest thereon to the provisions redemption date, with the net cash proceeds of Sections 3.01 through 3.06 one or more Qualified Equity Offerings, provided that (a) Notes representing at least 65% of the Indentureaggregate principal amount of Notes originally issued from time to time under the Indenture (plus any other Notes originally issued after the Issue Date) remain outstanding immediately after the occurrence of each such redemption and (b) such redemption shall occur within 90 days of the date of the closing of each such Qualified Equity Offering. (d) The Company may at any time redeem, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption if it or any Guarantor has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of (a)(i) any change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced or is effective on or after the date of the Indenture and (b) such obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to July 15, 5(c) and 5(d) hereof2016, the Notes will Issuer may, on one or more occasions redeem, during each 12 month period commencing with the Issue Date, up to 10% of the then outstanding aggregate principal amount of the [Fixed Rate Euro Notes]2 [Fixed Rate Dollar Notes]1, upon not be redeemable less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 103% of the Issuer’s optionprincipal amount of [Fixed Rate Euro Notes]2 [Fixed Rate Dollar Notes]1 redeemed, as applicable, plus accrued and unpaid interest and Additional Amounts, if any, on the [Fixed Rate Euro Notes]2 [the Fixed Rate Dollar Notes]1 redeemed, as applicable, to the applicable date of redemption, subject to the rights of holders of the [Fixed Rate Euro Notes]2 [the Fixed Rate Dollar Notes]1, as applicable, on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture [at a redemption price of 104.750% of the principal amount for Fixed Rate Dollar Notes]1 [at a redemption price of 104.000% of the principal amount for Fixed Rate Euro Notes]2, plus accrued and unpaid interest and Additional Amounts (if any) then due to the redemption date, with the net cash proceeds of any Equity Offering of common stock or ordinary shares of (i) Wind, or (ii) any Parent Holdco of Wind to the extent the proceeds from such Equity Offering are contributed to Wind’s common equity capital or are paid to Wind as consideration for the issuance of common stock or ordinary shares of Wind or as Subordinated Shareholder Debt; provided that: (1) at least 65% of the aggregate principal amount of [Fixed Rate Euro Notes]2[Fixed Rate Dollar Notes]1 originally issued under this Indenture (excluding Notes held by the Issuer, Wind and their respective Affiliates) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of the relevant Equity Offering. (c) At any time prior to July 15, 2016, the Issuer may at its option also redeem all or a part of the [Fixed Rate Euro Notes]2[Fixed Rate Dollar Notes]1, upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 of the Indenture at a redemption price equal to 105.000100% of the aggregate principal amount thereofof Notes redeemed plus the Applicable Premium (calculated as of a date no more than three Business Days prior to the date of the relevant redemption notice) as of, plus and accrued and unpaid interestinterest and Additional Amounts, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) Except pursuant to subsections (a) and (b) of Section 3.07 or as set forth in Section 3.08, the Fixed Rate Notes will not be redeemable at the Issuer’s option prior to July 15, 2016. On and or after May July 15, 2016, the Issuer may at its option redeem all or a part of the Notes[Euro Notes]2[Fixed Rate Dollar Notes]1, in whole or in part upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 of the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and all Additional Amounts, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest then due on the relevant Interest Payment DateNotes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May July 15 of each of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 102.000 % 102.375 % 2017 102.500 101.000 % 101.188 % 2018 101.250 and thereafter 100.000 % 2019 100.000 % 1 Applicable to Fixed Rate Dollar Notes. 2 Applicable to Fixed Rate Euro Notes. (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date.]1 2 (a) At any time prior to July 15, 2015, the Issuer may at its option also redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 of the Indenture at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Floating Rate Note Premium (calculated as of a date no more than three business days prior to the date of the relevant redemption notice) 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 Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) Except pursuant to subsections (b) of Section 3.07, the Floating Rate Notes will not be redeemable at the Issuer’s option prior to July 15, 2015. (c) On or after July 15, 2015, the Issuer may at its option redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 of the Indenture at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to Unless the provisions of Sections 3.01 through 3.06 Issuer defaults in the payment of the Indenture.redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date.]3

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15September 18, 20162021, in the case of the 2025 Senior Notes, and September 18, 2022, in the case of the 2027 Senior Notes, the Issuer may on ​ any one or more occasions redeem up to 40% of the aggregate principal amount of Senior Notes of the applicable series issued under this Senior Notes Indenture, upon not less than 10 nor more than 60 days’ prior written notice to the Holders, at a redemption price equal to 107.125%, in the case of the 2025 Senior Notes, and 108.000% in the case of the 2027 Senior Notes, of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of Holders of the Senior Notes of the applicable series on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of any Public Equity Offering of the Parent Guarantor or any Equity Offering of the Parent Guarantor or any Parent Holdco of the Parent Guarantor (any of them, an “IPO Entity”) to the extent the proceeds from such Equity Offering or Public Equity Offering are contributed to the Parent Guarantor’s common equity capital or are paid to the Parent Guarantor as consideration for the issuance of ordinary shares of the Parent Guarantor or as Subordinated Shareholder Debt (in each case, excluding proceeds from any Parent Debt Contribution); provided that: at least 50% of the aggregate principal amount of the Senior Notes of the series being redeemed originally issued under this Senior Notes Indenture (excluding Senior Notes of such series held by the Parent Guarantor and its Subsidiaries and their respective Affiliates) remain outstanding immediately after the occurrence of such redemption; and the redemption occurs within 180 days of the date of the closing of such Equity Offering or Public Equity Offering. At any time prior to September 18, 2021, in the case of the 2025 Senior Notes, and September 18, 2022 in the case of the 2027 Senior Notes, the Issuer may on any one or more occasions redeem all or a part of the Senior Notes of the applicable series upon not less than 10 nor more than 60 days’ prior written notice to the Holders, at a redemption price equal to 100100.000% of the principal amount of the Senior Notes redeemed of such series redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of the Senior Notes of such series on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (cinterest payment date. Except pursuant to Sections 3.07(a) Until May 15and 3.07(b) hereof and except pursuant to Section 3.08 and Section 4.13(a) hereof, 2016the 2025 Senior Notes will not be redeemable at the Issuer's option prior to September 18, 2021 and the 2027 Senior Notes will not be redeemable at the Issuer's option prior to September 18, 2022. On or after September 18, 2021, in the case of the 2025 Senior Notes, and September 18, 2022, in the case of the 2027 Senior Notes, the Issuer may, at its option, may on any one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Senior Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, applicable series upon not less than 10 nor more than 60 days’ prior written notice to the Redemption DateHolders, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Senior Notes of such series redeemed, to the Redemption Dateapplicable date of redemption, if redeemed on or after the dates indicated below, subject to the right rights of Holders of record Senior Notes of such series on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date: ​ ​ ​ ​ ​ ​ September 18, if redeemed during 2021 ​ 103.563 % September 18, 2022 ​ 101.781 % September 18, 2023 and thereafter ​ 100.000 % ​ ​ September 18, 2022 ​ 104.000 % September 18, 2023 ​ 102.000 % September 18, 2024 and thereafter ​ 100.000 % ​ Unless the twelve-month period beginning on May 15 of each Issuer defaults in the payment of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) redemption price, interest will cease to accrue on the applicable series of Senior Notes or portions thereof called for redemption on the applicable redemption date. Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. If requested in writing by the Issuer, which request may be included in the applicable notice of redemption or pursuant to the Indentureapplicable Officer’s Certificate, the Trustee or the Paying Agent (or such other entity directed, designated or appointed (as agent) by the Trustee, for this purpose) shall distribute any amounts deposited to the Holders prior to the applicable redemption date, provided, however that the Holders and the Paying Agent shall have received at least three Business Days’ notice from the Issuer of such earlier repayment (which may be included in the notice of redemption). For the avoidance of doubt, the distribution and payment to Holders prior to the applicable redemption date as set forth above will not include any negative interest, present value adjustment, break costs or any other premium on such amounts. To the extent that either series of Senior Notes are represented by Global Notes deposited with a common depositary for a clearing system, any payment to the beneficial holders holding Book Entry Interests as participants of such clearing system will be subject to the then applicable procedures of such clearing system.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior Prior to May 151, 20162022, the Issuer may redeem all or a part of the Notes 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 redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but not including, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring prior to or on the date of redemption. (cb) Until At any time prior to May 151, 20162022, the Issuer may, at its option, option on any one or more occasions following any Equity Offering, redeem up Notes in an aggregate principal amount not to 35exceed 40% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) upon notice as described under Section 3.03, at a redemption price equal to 105.000106.500% of the aggregate principal amount thereofof the Notes, plus accrued and unpaid interest, if any, to thereon up to, but excluding the Redemption Date, applicable date of redemption (subject to the right rights of Holders of on a relevant record on the relevant Record Date date to receive interest due on an interest payment date that occurs prior to the relevant Interest Payment Dateredemption date), with the net cash proceeds received of one or more Equity Offeringsand any amount payable in any such redemption can be funded from any source; provided that (i) at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by Holdings and its Subsidiaries); provided further that each and (ii) such redemption occurs within 180 days of after the date of closing of each such Equity Offering. Notice of any such redemption upon any Equity Offering may must be given prior within 90 days after the date of such Equity Offering. (c) Except pursuant to Sections (5)(a), (5)(b), (5)(e) and (5)(f) of the redemption thereofIndenture, and any such redemption or notice may, the Notes will not be redeemable at the Issuer’s discretionoption prior to May 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2022. (d) On and or after May 151, 20162022, 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 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest on the Notes, if any, to to, but excluding, the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 1 of each of the years indicated below: 2016 103.750 2022 103.250 % 2017 102.500 2023 101.625 % 2018 101.250 % 2019 2024 and thereafter 100.000 % (e) Any The Issuer is entitled to redeem Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (A) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (B) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or becomes effective on or after the Issue Date and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Article 5 of the Indenture is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. (f) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer (or any other Person making such tender offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon notice given not more than 30 days following such purchase pursuant to this paragraph 5 shall be made pursuant such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the provisions price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, to but excluding the redemption date (subject to the rights of Sections 3.01 through 3.06 Holders of record on the Indenturerelevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. (a) Except as described below under clauses 5(b)The Notes may be redeemed, 5(c) and 5(d) hereofin whole or in part, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 20162015, at the option of the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days notice mailed by first-class mail to each Holder’s registered address at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and any Additional Interest, if any, to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) At any time prior to April 1, with 2014, the net cash proceeds received of Issuer shall be entitled on any one or more Equity Offerings; provided that at least 50occasions to redeem, upon not less than 30 nor more than 60 days notice mailed by first-class mail to each Holder’s registered address, up to 35% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence Notes) at a Redemption Price of each such redemption; provided further that each such redemption occurs within 180 days 107.625% of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth belowthereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (which includes any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and (2) such redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) During any 12-month period prior to April 1, 2014, the Issuer will be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued interest thereon, 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 the relevant Interest Payment Date). (d) On or after April 1, 2015, the Issuer shall be entitled to 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, thereon, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on May 15 of each April 1 of the years indicated below: Year Percentage 2015 103.813 % 2016 103.750 101.906 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May July 15, 20162018, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, 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 the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.000107.875% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds received of one or more an Equity Offerings; Offering, provided that that: (A) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under on the date of the Indenture after (excluding Notes held by the Issue Date Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (B) the redemption occurs within 180 days of after the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to July 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice 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 the redemption date, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to July 15, 2018. (e) On and after May July 15, 20162018, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May July 15 of each 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 103.750 % 2017 102.500 % 2018 101.250 103.9375 % 2019 101.9688 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.0000 % Unless the provisions of Sections 3.01 through 3.06 Issuers default in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses Sections 5(b), ) and 5(c) and 5(d) hereofbelow, the Notes will shall not be redeemable at the Issuer’s optionoption before September 15, 2017. (b) At any time prior to May September 15, 20162017, the Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium calculated by the Issuer as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until September 15, 2017, the Issuer may, at its option, on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May September 15, 20162017, the Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May September 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 106.750 % 2018 101.250 104.500 % 2019 102.250 % 2020 and thereafter 100.000 % (e) Any redemption of Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except On or after May 1, 2019, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from time to time, at the Redemption Prices (expressed as described percentages of principal amount) set forth below under clauses 5(bplus accrued and unpaid interest thereon, 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), 5(c) if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2019 102.813 % 2020 101.406 % 2021 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior to May 151, 20162019, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35an aggregate of 40% of the aggregate principal amount of Notes (including any Additional Notes) then outstanding under this Indenture at a redemption price equal to 105.000Redemption Price of 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, but not including the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, ) with an amount not greater than the net cash proceeds received aggregate Net Cash Proceeds of one or more Equity OfferingsOfferings (x) by the Issuer or (y) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer; provided that (1) at least 5060% of the sum of the aggregate principal amount of the Notes originally issued under the this Indenture and any Additional Notes issued under the Indenture after on the Issue Date remains remain outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuer and its Subsidiaries); provided further that and (2) each such redemption occurs within 180 120 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after In addition, at any time prior to May 151, 20162019, the Issuer may on any one or more occasions redeem the Notes, in whole all or in a part at the redemption prices (expressed as percentages of principal amount of the Notes at a Redemption Price equal to be redeemedthe sum of: (1) set forth belowthe principal amount thereof, plus (2) the Applicable Premium at the Redemption Date, plus (3) accrued and unpaid interest, if any, to to, but not including, the applicable Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %). (ed) Any redemption pursuant to this paragraph 5 Section 3.7 shall be made pursuant to the provisions of Sections 3.01 Section 3.1 through 3.06 Section 3.6 hereof. (e) The Notes will not be redeemable at the option of the Indenture.Issuer except as set forth in this Section 3.7, Section 3.8

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to May 1, 2020. (b) At any time prior to May 151, 20162020, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until Prior to May 151, 20162020, the Issuer may, at its option, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of all Notes (calculated after giving effect to any issuance of Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to 105.000108.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, to 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 received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture after the Issue Date Date) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. . (d) From and after May 1, 2020, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning on May 1 of the years indicated below, 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: 2020 106.188 % 2021 104.125 % 2022 102.063 % 2023 and thereafter 100.000 % (e) If the Issuer redeems less than all of the outstanding Notes, the Trustee shall select the Notes to be redeemed in the manner described under Section 3.02 of the Indenture. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (g) Notice of any redemption upon any Equity Offering made pursuant to Section 3.07 of the Indenture may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related an Equity OfferingOffering or other corporate transaction. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. The Issuer may (a) Except as described below under clauses 5(b), 5(cupon at least three (3) and 5(d) hereofEurodollar Business Days' irrevocable notice to the Administrative Agent, the Calculation Agent and the Paying Agent, repay the Long Term Trade Series Notes will not be redeemable at outstanding on the Issuer’s option. (b) At last day of any time prior to May 15Interest Period, 2016in whole or in part, the Issuer may redeem all or a part of the Notes at a redemption price equal to of 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes, if any, (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the “Redemption Date”Long Term Trade Series Notes in whole, or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes (including without limitation, any Additional Amounts), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. if any, and (c) Until May 15, 2016, redeem the Long Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer maywould be required to pay any Additional Amounts, at its option, on one or more occasions redeem up to 35a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes (including, without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be in respect of an aggregate principal amount of Notes at a redemption price equal to 105.000% US$100,000 or an integral multiple of the aggregate principal amount thereof, plus accrued US$1,000 in excess thereof and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant pro rata among all Long Term Trade Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the provisions of Sections 3.01 through 3.06 of remaining scheduled principal payments under the IndentureLong Term Trade Series Notes in accordance with the respective amounts thereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May July 15, 20162021, the Issuer may redeem all or a part of the Notes Notes, upon notice as described in Section 1105 of the Indenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May July 15, 20162021, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 1105 of the Indenture, at the redemption prices 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 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 May July 15 of each of the years indicated below: 2016 103.750 2021 102.688% 2017 102.500 2022 101.344% 2018 101.250 % 2019 2023 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.000% In addition, until July 15, 2021, the provisions of Sections 3.01 through 3.06 Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (ai) Except as described below under clauses 5(bpursuant to Section 6(b), 5(c) the Corporation may not redeem the Series E Preferred prior to July [•], 2010. From and 5(d) hereofafter July [•], 2010, the Notes will not be redeemable Corporation may at the Issuer’s option. (b) At any time prior and from time to May 15, 2016, the Issuer may time redeem all or a part any portion of the Notes at Series E Preferred Shares then outstanding pursuant to this Section 6(a) (an “Optional Redemption”). Upon the consummation of any Optional Redemption, the Corporation shall pay to each holder of Series E Preferred a redemption price equal per Series E Preferred Share (with respect to 100% of the principal amount of the Notes each Series E Preferred Share to be redeemed plus the Applicable Premium as ofin such Optional Redemption, and accrued and unpaid interest, if any, to the date of redemption (the “Optional Redemption DatePrice”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.) equal to: (cA) Until May 15if such redemption occurs at any time after July [•], 20162010 but on or prior to July [•], the Issuer may2012, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50then 120% of the sum of the aggregate principal amount of Notes originally issued under Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Indenture and Liquidation Value or any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each previously accrued dividends); (B) if such redemption occurs within 180 days at any time after July [•], 2012 but on or prior to July [•], 2014, then 115% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); and (C) if such redemption occurs at any time after July [•], 2014, then 100% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); provided that if a Change of Control occurs on or prior to the one-year anniversary of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given on which an Optional Redemption is consummated pursuant to this Section 6(a)(i), then the Corporation shall, simultaneously with or prior to the redemption thereofsuch Change of Control, and any such redemption or notice may, at the Issuer’s discretion, be subject pay to one or more conditions precedent, including, but not limited to, completion each holder of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the NotesSeries E Preferred an amount per share, in whole or in part at cash, equal to the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestpositive difference, if any, between (1) the Change of Control Price that would have been payable had such prior redemption been consummated as a Mandatory Redemption pursuant to Section 6(b), and (2) the applicable Optional Redemption Price. (ii) The Corporation shall deliver notice of an Optional Redemption to the holders of Series E Preferred at least fifteen days prior to the date of such Optional Redemption (the “Optional Redemption Date”). Such notice shall state the Optional Redemption Date, subject the Optional Redemption Price, the number of shares of Series E Preferred to be redeemed, and the place or places where certificates for shares of Series E Preferred are to be surrendered to the right of Holders of record on Corporation for redemption by Series E Preferred holder, in the relevant Record Date to receive interest due on manner and at the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %place designated. (eiii) Any redemption The number of Series E Preferred Shares to be redeemed from each holder thereof in an Optional Redemption pursuant to this paragraph 5 Section 6(a) shall be made pursuant the number of Series E Preferred Shares determined by multiplying the total number of Series E Preferred Shares to be redeemed times a fraction, the provisions numerator of Sections 3.01 through 3.06 which shall be the total number of Series E Preferred Shares then held by such holder and the Indenturedenominator of which shall be the total number of Series E Preferred Shares then outstanding.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162028, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Notes being redeemed to, 2016but excluding, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to June 1, 2028, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 106.250% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to June 1, 2028. (d) On and after May 15June 1, 20162028, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to 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 May 15 June 1 of each of the years indicated below: 2016 103.750 2028 103.125 % 2017 102.500 2029 101.563 % 2018 101.250 % 2019 2030 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)Prior to December 1, 5(c) and 5(d) hereof2022, the Notes will not be redeemable Company may, at the Issuer’s its option. (b) At any time prior to May 15, 2016, the Issuer may redeem some or all or a part of the Notes at any time and from time to time at a redemption price (“Make Whole Redemption Price”) equal to the greater of the following amounts: (1) 100% of the principal amount of the Notes to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed on that redemption date (not including any portion of payments of interest accrued to the redemption date), discounted to the applicable redemption date on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.50%, plus, in each of the Applicable Premium as ofabove clauses (a)(1) and (a)(2), and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes interest and additional interest on the relevant Record Date to receive interest due on principal amount being redeemed to, but excluding, the relevant Interest Payment Dateapplicable redemption date. The Make Whole Redemption Price for the Notes shall be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months. (cb) Until May 15Prior to December 1, 20162022, the Issuer Company may, at its option, on one redeem some or more occasions redeem up all of the Notes at any time and from time to time in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption price equal to 105.000% (expressed as a percentage of principal amount of the aggregate principal amount thereofNotes to be redeemed) of 106.750%, plus plus, in each case, accrued and unpaid interestinterest and additional interest on the principal amount being redeemed to, if anybut excluding, the applicable redemption date, in an amount equal to or less than the net cash proceeds received by it from one or more Stock Offerings or a contribution to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Company’s common equity capital made with the net cash proceeds received of one or more Equity Stock Offerings; provided that at least 5065% of the sum of the such aggregate principal amount of Notes originally issued under the Indenture and (including any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and each such redemption occurs within 180 90 days of after the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion consummation of the related Equity Stock Offering. (dc) On and after May 15December 1, 20162022, the Issuer may Company may, at its option, redeem some or all of the Notes, in whole or in part at any time and from time to time at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus plus, in each case, accrued and unpaid and additional interest on the principal amount being redeemed to, but excluding, the applicable redemption date if redeemed during the 12-month period beginning on in each of the years indicated below: 2022 103.375 % 2023 102.250 % 2024 101.125 % 2025 and thereafter 100.000 % (d) In connection with any Change of Control Offer, Asset Sale Offer or other tender offer to, in each case, purchase all of the Notes, if Holders of not less than 90.0% 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, Asset Sale Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right, upon notice given not more than 60 days following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest, if any, to thereon, to, but excluding, the Redemption Date, redemption date (subject to the right of the Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %redemption date). (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to in a manner consistent with the provisions of Sections 3.01 through 3.06 hereof to the extent applicable. Unless the Company defaults in the payment of the Indentureapplicable redemption price, on and after the applicable redemption date, interest shall cease to accrue on the Notes or portions of the Notes called for redemption. If the optional redemption date is after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall 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 shall be payable to Holders whose Notes are subject to redemption by the Company.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and from time to time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder (or electronically transmitted) or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption redemption, (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (cb) Until May At any time and from time to time on or prior to January 15, 2016, 2015 the Issuer may, at its option, on one or more occasions may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price equal to 105.000% (expressed as a percentage of the aggregate principal amount thereof) of 109.000%, plus accrued and unpaid interest, if any, interest to the Redemption Date, 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); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture Notes) remain outstanding after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 90 days of after the date of closing of each on which any such Equity OfferingOffering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. Notice of any redemption upon any Equity Offering may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clauses (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2016. (d) On and or after May January 15, 2016, the Issuer may redeem the NotesNotes at its option, in whole at any time or in part from time to time, upon notice pursuant to 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, interest thereon to the Redemption Dateapplicable 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, if redeemed during the twelve-twelve month period beginning on May January 15 of each of the years indicated below: Period Redemption price 2016 103.750 104.50% 2017 102.500 102.25% 2018 101.250 % 2019 and thereafter 100.000 100.00% (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15November 1, 20162015, the Issuer may may, at its option, on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of such Equity Offering. (cb) Until May 15At any time prior to November 1, 20162015, the Issuer may, at its option, option and on one or more occasions occasions, redeem up to 3540.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price equal to 105.000the sum of (i) 106.000% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of by it from one or more Equity OfferingsOfferings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity Offering; provided that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice . (c) Except pursuant to clause (a) or (b) of any redemption upon any Equity Offering may this Section 3.07, the Notes will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to November 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On and after May 15November 1, 20162015, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, 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 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 May 15 November 1 of each of the years indicated below: 2015 103.000 % 2016 103.750 101.500 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of hereof. (f) In addition to any redemption pursuant to this Section 3.07, the IndentureIssuer or its Affiliates may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(b)On and after [●], 5(c) and 5(d) hereof2020, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Company may redeem all or or, from time to time, a part of the Notes Notes, at the following Redemption Prices (expressed as a redemption price equal to 100% percentage of the principal amount of the Notes redeemed Notes) plus the Applicable Premium as of, and accrued and unpaid interestinterest on the Notes, if any, to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights right of Holders holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period beginning on [●] of the years indicated below: 2020 105.625% 2021 105.625% 2022 and thereafter 100.000% (cb) Until May 15Prior to [●], 20162020, the Issuer Company may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture with an amount of cash equal to the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal Redemption Price of 107.500% 10 Collateral descriptions to 105.000% conform to collateral descriptions under the Credit Agreement. of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings); provided that that (1) at least 5065% of the sum of the aggregate original principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after on the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of after the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May 15, 2016In addition, the Issuer Notes may redeem the Notesbe redeemed, in whole or in part part, at any time prior to [●], 2020, at the redemption prices (expressed as percentages option of the Company at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed) set forth belowredeemed plus the Applicable Premium, plus and accrued and unpaid interestinterest to, if any, to the applicable Redemption Date, Date (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %). (ed) Any redemption The Notes may be redeemed, as a whole, following certain Change of Control Offers pursuant to this paragraph 5 shall be made pursuant Section 1110, at the Redemption Price and subject to the provisions of Sections 3.01 through 3.06 of the Indentureconditions set forth in such Section.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 2016, 2018 the Issuer may redeem all or a part of the Notes Notes, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100100.0% of the principal amount of the such Notes being redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date. (c) Until May 15April 1, 20162018, the Issuer may, at its option, on one or more occasions redeem up to 3535.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to 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 an Interest Payment Date that is on or prior to the Redemption Date, with the net cash proceeds received of by the Issuer from one or more Equity Offerings; provided that (1) at least 5050.0% of the sum of the aggregate principal amount of the Initial Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15April 1, 20162018, the Issuer may redeem the Notes, in whole or in part part, upon notice as described under Section 3.02 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 104.500 % 2019 103.000 % 2020 101.500 % 2021 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May September 15, 20162020, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium calculated as ofof date the notice of redemption is given, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, . Any notice of redemption made in connection with the net cash proceeds received of one a related transaction or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such event (including an Equity Offering. Notice , contribution, Change of any redemption upon any Equity Offering may Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be given prior to the redemption completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, an Equity Offering, an incurrence of Indebtedness, a Change of Control or the completion or occurrence of any other transaction or event, as the case may be. (b) At any time prior to September 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the related aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 108.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity OfferingOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, (a) at least 50.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering or contribution. (c) In connection with any tender offer or other offer to purchase for all of the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all of the Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer or other offer, plus, to the extent not included in the tender offer, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. A Change of Control Offer and an Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, Notes and/or Guarantees (but the Change of Control Offer or Asset Sale Offer, as applicable, may not condition tenders on the delivery of such consents). (d) Except pursuant to clause (a) or (b) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to September 15, 2020. (e) On and after May September 15, 20162020, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to 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 May September 15 of each of the years indicated below: 2016 103.750 2020 104.250 % 2017 102.500 2021 102.125 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May November 15, 20162023, the Issuer Issuers may at their option on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to November 15, 2023, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to the sum of (i) 104.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control 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 or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Prior to November 15, 2023, the Issuers may, at their option, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during any twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, 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). (e) Except pursuant to clause (a), (b), (c) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to November 15, 2023. (f) On and after May November 15, 20162023, the Issuer Issuers may at their option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to 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-twelve month period beginning on May November 15 of in each of the years indicated below: 2016 103.750 2023 102.313 % 2017 102.500 2024 101.156 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (eg) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May June 15, 20162023, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to June 15, 2023, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 102.875% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to June 15, 2023. (d) On and after May June 15, 20162023, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May June 15 of each of the years indicated below: 2016 103.750 84111084_1 2023 101.438% 2017 102.500 2024 100.719% 2018 101.250 % 2019 2025 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162010, the Issuer Issuers may redeem all or a part of the Dollar Notes and/or Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15August 1, 20162009, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Dollar Notes and/or Euro Notes at a redemption price equal to 105.000110.0% of the aggregate principal amount thereofthereof in the case of the Dollar Notes and 109.00% of the aggregate principal amount thereof in the case of the Euro Notes, in each case plus accrued and unpaid interestinterest thereon 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 the relevant Interest Payment Date, with the net cash proceeds received of (a) one or more Equity OfferingsOfferings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Dollar Notes originally issued under the this Indenture and any Additional Dollar Notes issued under this Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Euro Notes originally issued under this Indenture and any Additional Euro Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Dollar Notes and Euro Notes will not be redeemable at the Issuers’ option prior to August 1, 2010. (d) On and after May 15August 1, 20162010, the Issuer Issuers may redeem the Dollar Notes and/or Euro Notes, in whole or in part part, upon notice in accordance with Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2010 105.000 % 2017 104.500 % 2011 102.500 % 2018 101.250 102.250 % 2019 2012 and thereafter 100.000 % 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. The Issuer may (a) Except as described below under clauses 5(b), 5(cupon at least three (3) and 5(d) hereofEurodollar Business Days' irrevocable notice to the Administrative Agent, the Calculation Agent and the Paying Agent, repay the Short Term Trade Series Notes will not be redeemable at outstanding on the Issuer’s option. (b) At last day of any time prior to May 15Interest Period, 2016in whole or in part, the Issuer may redeem all or a part of the Notes at a redemption price equal to of 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes, if any, (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the “Redemption Date”Short Term Trade Series Notes in whole, or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes (including without limitation, any Additional Amounts), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. if any, and (c) Until May 15, 2016, redeem the Short Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer maywould be required to pay any Additional Amounts, at its option, on one or more occasions redeem up to 35a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Trade Series Notes (including, without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be in respect of an aggregate principal amount of Notes at a redemption price equal to 105.000% US$100,000 or an integral multiple of the aggregate principal amount thereof, plus accrued US$1,000 in excess thereof and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant pro rata among all Short Term Trade Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the provisions of Sections 3.01 through 3.06 of remaining scheduled principal payments under the IndentureShort Term Trade Series Notes in accordance with the respective amounts thereof.

Optional Redemption. (a) Except as described below At any time prior to February 1, 2029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthis Indenture at a redemption price equal to 105.625% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Notes will not be redeemable at (including any Additional Notes) then outstanding or (b) $300.0 million aggregate principal amount of the Issuer’s optionNotes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15February 1, 20162029, the Issuer may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. Promptly after the calculation of the redemption price under this clause (b), the Issuer shall give the Trustee notice thereof. (c) Until May 15At any time, 2016in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if at least 90% in the aggregate principal amount of the Notes then outstanding are purchased in such offer, the Issuer mayor such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at its optiona price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on one the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or more occasions prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) At any time prior to February 1, 2029, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 3510% of the aggregate principal amount of Notes the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 105.000103% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date, redemption date (subject to the right of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one Date falling on or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofdate); provided that in any given calendar year, any amount not utilized pursuant to this Section 3.07(e) may be carried forward to subsequent calendar years and any may be used in such redemption calendar year prior to utilizing the capacity in this Section 3.07(e) for such calendar year. (e) Except pursuant to the preceding clauses (a) through (d) or notice maySection 3.07(h), the Notes will not be redeemable at the Issuer’s discretionoption prior to February 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2029. (df) On and or after May 15February 1, 20162029, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Notes 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 the Redemption Date, subject to the right of Holders of record on the relevant Record Date Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each February 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2029 102.813% 2017 102.500 2030 101.406% 2018 101.250 % 2019 2031 and thereafter 100.000 100.000% (eg) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes (including with net cash proceeds of an Equity Offering) made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. 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 modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indentureredemption notice in such case), or at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of the Notes. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day). (h) If, as a result of (i) any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date) or (ii) any amendment to, or change in, the existing written official position or the introduction of an official written position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, including by virtue of a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law”), the Issuer or any Guarantor has become or will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable, Additional Amounts or indemnification payments in respect of Taxes payable pursuant to Regulation 803 of the Tax Act, or any similar or successor provisions, as described in Section 4.19 hereof with respect to the Relevant Taxing Jurisdiction, which payment the Issuer or such Guarantor cannot avoid with the use of reasonable measures available to it (provided that changing the jurisdiction of the Issuer is not a reasonable measure for purposes of this Section 3.07(h)), then the Issuer may, at its option, redeem all but not less than all of the Notes, upon not less than 10 nor more than 60 days’ notice prior to the earliest date on which the Issuer or a Guarantor, as applicable, would be required to pay such Additional Amounts or indemnification payments in respect of Taxes payable pursuant to Regulation 803 of the Tax Act, or any similar or successor provisions, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date (the “Tax Redemption Date”) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any. Prior to the giving of any notice of redemption described in this Section 3.07(h), the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied, and (b) a written legal opinion of independent tax counsel to the Issuer or such Guarantor, as applicable, of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably acceptable to the Trustee to the effect that the Issuer or such Guarantor, as applicable, has or will become obligated to pay such Additional Amounts or indemnification payments as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Issuer or Guarantor. (i) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

Optional Redemption. (a) Except The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time and from time to time on and after May 1, 2017 at the Redemption Prices (expressed as described below under clauses 5(bpercentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of Notes on the relevant regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), 5(c) if redeemed during the 12-month period beginning on May 1 of the years indicated below: 2017 104.688 % 2018 103.125 % 2019 101.563 % 2020 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time and from time to time prior to May 151, 20162017, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price Redemption Price equal to the sum of (1) 100% of the principal amount of the Notes redeemed thereof, plus (2) the Applicable Premium as ofof the date of redemption, and plus (3) accrued and unpaid interest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) Until In addition to the optional redemption provisions of the Notes in accordance with the provisions of the preceding paragraphs, prior to May 151, 20162017, the Issuer may, at its option, on with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 35% of the initial aggregate principal amount of the outstanding Notes (including increases from Additional Notes) at a redemption price Redemption Price equal to 105.000106.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to but not including the Redemption Date, date of redemption (subject to the right of Holders of record 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 the net cash proceeds received of one or more Equity Offerings); provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any then outstanding (including Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each any such redemption; provided further redemption (excluding Notes held by the Issuer or Subsidiaries of the Issuer) and that each any such redemption occurs within 180 120 days of following the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering. (d) On If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase made in connection with a Change of Control as required by this Indenture (a “Change of Control Offer”), and after May 15, 2016the Issuer purchases all of the Notes held by such holders, the Issuer may will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes, in whole or in part Notes that remain outstanding following such purchase at a redemption price equal to 101% of the redemption prices (expressed as percentages of aggregate principal amount of the Notes to be redeemed) set forth below, redeemed plus accrued and unpaid interest, if any, thereon to but not including the Redemption Datedate of redemption, subject to the right of the Holders of on relevant record on the relevant Record Date dates to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturean interest payment date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162026, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to May 15, 2026, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 106.500% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2026. (d) On and after May 15, 20162026, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 2026 103.250 % 2017 102.500 2027 101.625 % 2018 101.250 % 2019 2028 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)On and after December 15, 5(c) and 5(d) hereof2019, the Notes will not be redeemable Company shall have the option to redeem all or a portion of the Notes, at the Issuer’s redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest thereon, 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: 2019 103.000 % 2020 102.000 % 2021 101.000 % 2022 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to December 15, 2017, the Company may, at its option, on any one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price equal to 106.0% of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the redemption date with the net cash proceeds of one or more Equity Issuances; provided that: (i) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries or Affiliates); and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Issuance. (bc) At any time prior to May December 15, 20162019, the Issuer may redeem all or a part of the Notes may also be redeemed at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest thereon, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May January 15, 20162020, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, 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 the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.000105.250% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds received of one or more an Equity Offerings; Offering by the Company, provided that that: (A) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (including any Additional Notes issued under but excluding Notes held by the Indenture after the Issue Date Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (B) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May At any time prior to January 15, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) The Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2020. (e) On or after January 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May January 15 of each 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 103.750 Year Percentage 2020 103.938 % 2017 102.500 2021 102.625 % 2018 101.250 2022 101.313 % 2019 2023 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15November 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15Prior to November 1, 20162010, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000110.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to 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 received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to November 1, 2011. (d) On From and after May 15November 11, 20162011, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to 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, Date if redeemed during the twelve-month period beginning on May 15 November 1 of each of the years indicated below: 2016 103.750 2011 105.125 % 2017 102.500 2012 102.563 % 2018 101.250 % 2019 2013 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (bi) At any time prior to May 15, 20162013, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, 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 the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.000110.625% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on the a relevant Interest Payment Date, ) with the net cash proceeds received of one an Equity Offering by the Issuer or more a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity OfferingsOffering by the Issuer’s direct or indirect parent, including Parent; provided that that: (A) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer, any direct or indirect parent of the Issuer, including Parent, and any Additional Notes issued under the Indenture after the Issue Date remains Parent’s Subsidiaries) remain outstanding immediately after the occurrence of each such redemption; provided further that each such and (B) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dii) At any time prior to May 15, 2014, 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 Special Interest, if any, to the date of redemption, subject to the rights of Holders on a relevant record date to receive interest due on a relevant Interest Payment Date. (iii) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2014. (iv) On and or after May 15, 20162014, 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 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below, subject to the rights of Holders on a relevant record date to receive interest on a relevant Interest Payment Date: 2014 105.313 % 2015 102.656 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Issuer defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior and from time to May time on and after October 15, 20162027 (the “First Call Date”), the Issuer may will be entitled at its option to redeem all or a part portion of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date) 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 commencing on October 15 of the years set forth below: 2027 103.250% 2028 101.625% 2029 and thereafter 100.000% In addition, at any time and from time to time prior to the First Call Date, the Issuer will be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued at a redemption price (expressed as a percentage of principal amount) of 106.500% of the principal amount thereof, 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), with the Net Cash Proceeds from one or more Equity Offerings of the Issuer, Parent or any direct or indirect parent of Parent to the extent such Net Cash Proceeds are contributed to Parent or the Issuer or paid to Parent as consideration for the purchase of Parent’s Capital Stock from Parent; provided, however, that: (i) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (other than the Notes held, directly or indirectly, by the Issuer or its Affiliates); and (ii) each such redemption occurs within 180 days after the date of the related Equity Offering. Prior to the First Call Date, the Issuer will be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. ). In addition, in connection with any cash tender offer (c) Until May 15including a Change of Control Offer or an Excess Proceeds Offer), 2016, the Issuer may, at its option, on one or more occasions redeem up to 35if Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such offer, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to the Holders in such offer (excluding any early tender premium or similar premium, if any) plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before December 1, 2013. (b) At any time prior to May 15December 1, 20162013, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, upon notice provided as described in paragraph 7 below, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15December 1, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in paragraph 7 below, at a redemption price equal to 105.000109.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, 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 the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15December 1, 20162013, the Issuer may redeem the Notes, in whole or in part part, upon notice provided as described in paragraph 7 below, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2013 106.938 % 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162028, the Issuer may may, at its option, on one or more occasions redeem all or a part of the Notes Notes, upon notice as described in Section 3.03 hereof at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15At any time prior to August 1, 20162028, the Issuer may, at its option, option and on one or more occasions occasions, redeem up to 3540.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereof, plus (ii) a premium equal to the stated interest rate per annum on the Notes, plus (iii) accrued and unpaid interest, if any, to 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, in an amount equal to or less than the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds received of one or more an Equity OfferingsOffering; provided provided, that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains (excluding Notes held by the Issuer and any Affiliates of the Issuer) remain outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date the Issuer received the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may or contribution. (c) The Issuer will be given entitled, at its option, to redeem up to 10.0% of the original aggregate principal amount of the Notes issued under this Indenture at any time and from time to time during any twelve-month period ending on or prior to August 1, 2028 at a redemption price equal to 103.0% of the redemption thereofprincipal amount of the Notes, plus accrued and any such redemption or notice mayunpaid interest, at if any, to, but excluding, the Issuer’s discretionRedemption Date, be subject to one or more conditions precedent, including, but not limited to, completion the right of Holders of record on the related Equity Offeringrelevant record date to receive interest due on the relevant Interest Payment Date. (d) [Reserved]. (e) In connection with any Change of Control Offer, Asset Sale Offer or tender offer to, in each case, purchase the Notes, if Holders of not less than 90.0% 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, Asset Sale Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon notice given not more than 60 days following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest, 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). (f) Except pursuant to clauses (a) through (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to August 1, 2028. (g) On and after May 15August 1, 20162028, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, 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 thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of August 1 in each of the years indicated below: 2016 103.750 2028 103.438% 2017 102.500 2029 101.719% 2018 101.250 % 2019 2030 and thereafter 100.000 100.000% (eh) Any redemption pursuant to this paragraph 5 Section 3.07 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 3.07, the Issuer or any of 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 Indentureopen market, through negotiated transactions, through other privately negotiated transactions or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May December 15, 20162020, the Issuer may may, at its option and on one or more occasions, redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to December 15, 2020, the Issuer 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 Issuer) equal to the sum of (i) 105.750% of the aggregate principal amount thereof, with the aggregate principal amount so redeemed up to an amount equal to the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date the Issuer receives the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any offer to purchase all of the Notes (including a Change of Control Offer and any tender offers), 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 tender offer and the Issuer purchases, or any third party making such tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer to purchase (but in any event, not less than par), plus, to the extent not included in the 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 thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to December 15, 2020. (e) On and after May December 15, 20162020, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, 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 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 May December 15 of in each of the years indicated below: 2016 103.750 2020 102.875 % 2017 102.500 2021 101.438 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuer 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 redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale, Investment, acquisition or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162022, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to May 15, 2022, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 105.000% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2022. (d) On and after May 15, 20162022, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 2022 102.500 % 2018 2023 101.250 % 2019 2024 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described set forth below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the IssuerIssuers’s optionoption before December 1, 2010. (b) At any time prior to May 15December 1, 20162010, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15December 1, 20162008, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000111.875 % of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity OfferingsOfferings and redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided provided, however, that at least $150,000,000 aggregate principal amount of Notes and at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further further, however, that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingOffering or Designated Asset Sale, as the case may be. (d) On and after May 15December 1, 2016, 2010 the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as set forth in Section 3.03 of the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to 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 May 15 December 1 of each of the years indicated below: 2016 103.750 2010 105.938% 2017 102.500 2011 103.958% 2018 101.250 2012 101.979% 2019 2013 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to April 15, 2018. (b) At any time prior to May April 15, 2016, 2018 the Issuer 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 the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May April 15, 20162018, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to 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 Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May April 15, 20162018, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption 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 May April 15 of each of the years indicated below: 2016 103.750 2019 104.500 % 2017 102.500 2020 103.000 % 2018 101.250 2021 101.500 % 2019 and thereafter 2022 100.000 % (e) In the event Holders of not less than 90% in aggregate principal amount of the then 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 as described above) purchases all of the Notes tendered by such Holders, the Issuers (or any 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 the purchase pursuant to such Change of Control Offer, to redeem all of such 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, but excluding, the date of purchase. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.