Common use of Redemption Provisions Clause in Contracts

Redemption Provisions. At any time or from time to time prior to August 15, 2017, the Partnership may redeem all or a part of the Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption prices, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2017 105.438 % 2018 103.625 % 2019 101.813 % 2020 and thereafter 100.000 % Prior to August 15, 2017, the Partnership may on one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities at a redemption price of 107.250% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to the limitations described in the Preliminary Offering Memorandum.

Redemption Provisions. At any time On or after ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇ Energy may redeem all or a part of the Notes, from time to time prior time, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to August 15be redeemed to, 2017but excluding, the Partnership applicable redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March 1 of the years indicated below: 2020 104.5938 % 2021 103.0625 % 2022 101.5313 % 2023 and thereafter 100.0000 % Prior to ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇ Energy may redeem all or a part of the Notes at a redemption price equal to a “make-whole price,” with such “make-whole price” with respect to any Notes to be redeemed being equal to an amount that is the greater of (i) 100% of the principal amount of the such Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price of such notes Notes at August 15March 1, 2017 2020, as set forth above, and (b) the remaining scheduled payments of interest from the redemption date to August 15March 1, 2017 2020 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ the Treasury Rate plus 50 basis points, plus, ; plus in each the case of both (ai) and (bii), accrued and unpaid interest on such Notes, if any, to to, but excluding, the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption prices, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2017 105.438 % 2018 103.625 % 2019 101.813 % 2020 and thereafter 100.000 % Prior to August 15▇▇▇▇▇ ▇, 2017▇▇▇▇, the Partnership ▇▇▇ Energy may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes outstanding under the Indenture (which may include Additional Notes) with a an amount of cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities from one or more Equity Offerings at a redemption price of 107.250equal to 106.125% of the principal amountamount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes to be redeemed to the redemption date, subject to the limitations described in the Preliminary Offering Memorandum.

Redemption Provisions. At any time or from time to time The Notes may not be redeemed at the option of the Company prior to August January 15, 20172009. Thereafter, the Partnership may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, at a the redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15set forth below, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including plus any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part date of the Notes, from time to time, at the following redemption prices, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption dateredemption, if redeemed during the twelve-month period beginning on August January 15 of the years indicated below: 2017 105.438 2009 104.375 % 2018 103.625 2010 102.917 % 2019 101.813 2011 101.458 % 2020 2012 and thereafter 100.000 % Prior Notwithstanding the foregoing, at any time prior to August January 15, 20172007, the Partnership Company, at its option, may on redeem the Notes, in part, with the net proceeds of one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities Public Equity Offerings, at a redemption price of 107.250equal to 108.75% of the principal amountamount thereof, plus together with accrued and unpaid interest, if any, interest to the date of redemption; provided, however, that after any such redemption datethe aggregate principal amount of the Notes outstanding must equal at least 65% of the aggregate principal amount of the Notes originally issued. In addition and notwithstanding the foregoing, at any time prior to January 15, 2007, the Company, at its option, may redeem (the “▇▇▇▇ Redemption”) the Notes, in whole or in part, with the net proceeds of the sale, disposition or other transfer for value of all or substantially all of the assets or Capital Stock of Young Broadcasting of San Francisco, Inc. (or any successor(s) thereto) (a “▇▇▇▇ Sale”) (subject to the limitations described compliance with all other covenants contained in the Preliminary Offering MemorandumIndenture), at a redemption price equal to 108.75% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption; provided that the Company shall not have the right to redeem the Notes with the proceeds of a ▇▇▇▇ Sale if the Company has previously made an Asset Sale Offer in respect of the Notes pursuant to Section 4.14 of the Indenture in connection with such ▇▇▇▇ Sale.

Redemption Provisions. (a) Except as set forth in clauses (b), (d) and (e) of this Section 3.01, the Notes are not redeemable at the Company’s option prior to August 15, 2027. (b) At any time or from time to time prior to August 15, 20172027, the Partnership Notes may redeem all or a part of the Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of (i) 100% of the principal amount of the Notes to be redeemed at any time and (ii) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following option of the Company, at a redemption pricesprice equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (c) On and after August 15, 2027, the Notes will be subject to redemption at the Company’s option, at any time and from time to time, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the right of Holders of Notes on the Notes redeemed relevant record date to receive interest due on the applicable redemption daterelevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2017 105.438 . 2027 104.938% 2018 103.625 2028 102.469% 2019 101.813 % 2020 2029 and thereafter 100.000 % Prior 100.00% (d) Notwithstanding the foregoing, at any time and from time to time prior to August 15, 20172027, the Partnership may on Company may, at its option, redeem an aggregate principal amount of the Notes not to exceed the net proceeds of one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities Equity Issuances at a redemption price of 107.250equal to 109.875% of the principal amountamount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date; provided, however, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, if any) and (ii) at least 50% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently). (e) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the limitations described right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date or purchase date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Preliminary Offering MemorandumCompany shall be deemed to be outstanding for the purposes of such tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, as applicable. (f) The Company may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. (g) The Company, their direct and indirect equityholders, any of its Subsidiaries and their respective affiliates and members of our management may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Redemption Provisions. At any time or from time to time prior to August 15, 2017, the Partnership may redeem all or a part of the Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued Except as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, set forth in each case of (a) and clauses (b), accrued (d), (e) and unpaid interest on such Notes(f) of this Section 3.01 (and other than a Special Mandatory Redemption, if any, pursuant to Section 3.08), the redemption date. On or after August Notes are not redeemable at the Company’s option prior to January 15, 20172024. (b) At any time prior to January 15, 2024, the Partnership Notes may redeem all or a part of the Notes, be redeemed at any time and from time to time, at the following option of the Company, at a redemption pricesprice equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (c) On and after January 15, 2024, the Notes will be subject to redemption at the Company’s option, at any time and from time to time, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the right of Holders of Notes on the Notes redeemed relevant record date to receive interest due on the applicable redemption daterelevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on August January 15 of the years indicated below: 2017 105.438 . 2024 101.938% 2018 103.625 2025 100.969% 2019 101.813 % 2020 2026 and thereafter 100.000 % Prior 100.000% (d) Notwithstanding the foregoing, at any time and from time to August time prior to January 15, 20172024, the Partnership may on Company may, at its option, redeem an aggregate principal amount of the Notes not to exceed the net proceeds of one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities Equity Issuances at a redemption price of 107.250equal to 103.875% of the principal amountamount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date; provided, however, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, if any) and (ii) at least 50% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently). (e) Additionally, at any time and from time to time prior to January 15, 2024, the Company may redeem, at its option, up to 10% of the aggregate principal amount of the Notes (including Additional Notes, if any) that have been issued under this Indenture during each twelve-month period commencing with the Issue Date at a redemption price of 103% 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 Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (f) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the limitations described right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date or purchase date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Preliminary Offering MemorandumCompany shall be deemed to be outstanding for the purposes of such tender offer, Change of Control Offer, Alternate Offer, Collateral Advance Offer, Collateral Asset Sale Offer, Advance Offer or Asset Sale Offer, as applicable. (g) The Company may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. (h) The Company, their direct and indirect equityholders, any of its Subsidiaries and their respective affiliates and members of our management may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Redemption Provisions. At any time or from time (a) Except as set forth below and in Section 3.01(b) and as described below (and other than a Special Mandatory Redemption, if any, pursuant to time Section 3.08), the Notes are not redeemable at the Company’s option prior to August May 15, 20172022. On and after such date, the Partnership may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, at a the redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption pricesset forth below, plus accrued and unpaid interest, if any, on the Notes redeemed interest to the applicable redemption datedate fixed for redemption, if redeemed during the twelve-month period beginning on August May 15 of the years indicated below: 2017 105.438 . Year Percentage 2022 105.250 % 2018 103.625 2023 103.500 % 2019 101.813 2024 101.750 % 2020 2025 and thereafter 100.000 % Prior Notwithstanding the foregoing, at any time prior to August November 15, 20172021, the Partnership may on Company may, at its option, use the net proceeds of one or more occasions Equity Issuance at any time and from time to time, to redeem up to 35% of the Notes with a cash amount not greater than the aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities Notes (including Additional Notes, if any) originally issued at a redemption price of 107.250equal to 107.000% of the principal amountamount thereof, together with accrued and unpaid interest to the date fixed for redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued remains outstanding immediately after any such redemption. (b) At any time prior to May 15, 2022, the Notes may be redeemed at any time and from time to time, at the option of the Company, upon not less than 10 or more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, the redemption date, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, in connection with any Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding at a redemption price equal to the price offered to each other holder in such offer plus accrued and unpaid interest, if any, to thereon, to, but not including, the redemption date, subject to the limitations described in the Preliminary Offering Memorandumdate of such redemption.

Redemption Provisions. At (a) Except as set forth below and in Section 3.01(b) and as described below (and other than a Special Mandatory Redemption, if any, pursuant to Section 3.08), the Notes are not redeemable at the Company’s option prior to July 15, 2022. On and after such date, the Notes will be subject to redemption at the option of the Company at any time or and from time to time prior to August 15time, 2017in whole or in part, at the Partnership may redeem all or a part of the Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption pricesset forth below, plus accrued and unpaid interest, if any, on the Notes redeemed interest to the applicable redemption datedate fixed for redemption, if redeemed during the twelve-month period beginning on August July 15 of the years indicated below: 2017 105.438 . 2022 ................................ 104.406% 2018 103.625 2023 ................................ 102.938% 2019 101.813 2024 ................................ 101.469% 2020 2025 and thereafter 100.000 .......................................................... 100.000% Prior Notwithstanding the foregoing, at any time prior to August July 15, 20172022, the Partnership may on Company may, at its option, use the net proceeds of one or more occasions redeem Equity Issuances at any time and from time to time, to re- deem up to 3540% of the Notes with a cash amount not greater than the aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities Notes (including Additional Notes, if any) originally issued at a redemption price of 107.250equal to 105.875% of the principal amountamount thereof, together with accrued and unpaid interest to the date fixed for redemption; provided, however, that at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued remains out- standing immediately after any such redemption. (b) At any time prior to July 15, 2022, the Notes may be redeemed at any time and from time to time, at the option of the Company, upon not less than 10 or more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, the redemption date, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, in connection with any Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding at a redemption price equal to the price offered to each other holder in such offer plus accrued and unpaid interest, if any, to thereon, to, but not including, the redemption date, subject to the limitations described in the Preliminary Offering Memorandumdate of such redemption.

Redemption Provisions. At any time or from time to time (a) Except as set forth below and in Section 3.01(b) and as described below, the Notes are not redeemable at the Company’s option prior to August 15November 1, 20172012. On and after such date, the Partnership may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, at a the redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption pricesset forth below, plus accrued and unpaid interest, if any, on the Notes redeemed interest to the applicable redemption datedate fixed for redemption, if redeemed during the twelve-month period beginning on August 15 of the years date indicated below: 2017 105.438 . Year Percentage November 1, 2012 107.875 % 2018 103.625 May 1, 2013 105.250 % 2019 101.813 % 2020 May 1, 2014 and thereafter 100.000 % Prior Notwithstanding the foregoing, at any time prior to August 15November 1, 20172012, the Partnership may on Company may, at its option, use the net proceeds of one or more occasions Public Equity Offerings to redeem up to 35% of the Notes with a cash amount not greater than the aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities Notes (including Additional Notes, if any) originally issued at a redemption price of 107.250equal to 110.500% of the principal amountamount thereof, plus together with accrued and unpaid interest to the date fixed for redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued remains outstanding immediately after any such redemption. (b) At any time prior to November 1, 2012, the Notes may be redeemed as a whole but not in part at the option of the Company, upon not less than 30 or more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to to, the redemption date, subject to the limitations described in right of holders on the Preliminary Offering Memorandumrelevant record date to receive interest due on the relevant interest payment date.

Redemption Provisions. At any time or from time to time (a) Except as set forth below and in Section 3.01(b) and as described below, the Notes are not redeemable at the Company’s option prior to August October 15, 20172019. On and after such date, the Partnership may redeem all or a part Notes will be subject to redemption at the option of the Notes Company, in whole or in part, at a the redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), accrued and unpaid interest on such Notes, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption pricesset forth below, plus accrued and unpaid interest, if any, on the Notes redeemed interest to the applicable redemption datedate fixed for redemption, if redeemed during the twelve-month period beginning on August October 15 of the years indicated below: 2017 105.438 % 2018 103.625 % . 2019 101.813 103.844% 2020 102.563% 2021 101.281% 2022 and thereafter 100.000 100.000% Prior Notwithstanding the foregoing, at any time prior to August October 15, 20172019, the Partnership may on Company may, at its option, use the net proceeds of one or more occasions Equity Issuance at any time and from time to time, to redeem up to 35% of the Notes with a cash amount not greater than the aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities Notes (including Additional Notes, if any) originally issued at a redemption price of 107.250equal to 105.125% of the principal amountamount thereof, together with accrued and unpaid interest to the date fixed for redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued remains outstanding immediately after any such redemption. (b) At any time prior to October 15, 2019, the Notes may be redeemed at any time and from time to time, at the option of the Company, upon not less than 10 or more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, the redemption date, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, in connection with any Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding at a redemption price equal to the price offered to each other holder in such offer plus accrued and unpaid interest, if any, to thereon, to, but not including, the redemption date, subject to the limitations described in the Preliminary Offering Memorandumdate of such redemption.

Redemption Provisions. At (a) The Notes are not subject to any time or from time to time mandatory sinking fund redemption prior to August 15, 2017maturity. (b) Except as set forth below in this Section 5, the Partnership Notes may redeem all or a part not be redeemed at the option of the Company prior to April 1, 2003. On April 1, 2003 and thereafter, the Notes will be subject to redemption at a the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption price equal to a “make-whole price” equal to an amount that is the greater of prices (i) 100% expressed as percentages of the principal amount of the Notes to be redeemed and (iiNotes) the sum of the present values of (a) the redemption price of such notes at August 15set forth below, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, in each case of (a) and (b), together with accrued and unpaid interest on such Notes(including Special Interest, if any) thereon, if any, to the redemption date. On or after August 15, 2017, the Partnership may redeem all or a part of the Notes, from time to time, at the following redemption prices, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 April 1 of the years indicated below: 2017 105.438 YEAR PERCENTAGE --------------------------------------------- ---------- 2003 104.313% 2018 103.625 2004 102.875% 2019 101.813 2005 101.438% 2020 2006 and thereafter 100.000 % Prior 100.000% (c) In addition to August 15the Company's right to redeem the Notes as set forth in Section 5(b), 2017from time to time prior to April 1, 2001, the Partnership Company may on one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the 89 aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities Notes outstanding on the Issue Date at a redemption price of 107.250equal to 108.625% of the principal amountamount thereof, in each case plus accrued and unpaid interestinterest (including Special Interest, if any) thereon, if any, to the redemption date, subject with the net cash proceeds of one or more Equity Offerings; provided that at least $97.5 million of the aggregate principal amount of the Notes remains outstanding immediately after the occurrence of such redemption; and provided, further that each such redemption occurs within 60 days of the date of the closing of any such Equity Offering. (d) If less than all of the Notes are to be redeemed at any time, selection of the limitations described Notes to be redeemed will be made by the Trustee from among the outstanding Notes on a pro rata basis, by lot or by any other method permitted in the Preliminary Offering MemorandumIndenture. Notice of redemption will be mailed at least 30 days but not more than 60 days before any redemption date to each holder whose Notes are to be redeemed at the registered address of such holder. On and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Redemption Provisions. At any time or from time to time prior to August 15, 2017, the Partnership may redeem all or a part of the Notes at a redemption price equal to a “make-whole price” equal to an amount that is the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price of such notes at August 15, 2017 and (b) the remaining scheduled payments of interest from the redemption date to August 15, 2017 (not including any portion of such payments of interest accrued Except as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ 50 basis points, plus, set forth in each case of (a) and clauses (b), accrued (d) and unpaid interest on such Notes(e) of this Section 3.01 (and other than a Special Mandatory Redemption, if any, pursuant to Section 3.08), the redemption date. On or after August Notes are not redeemable at the Company’s option prior to January 15, 20172026. (b) At any time prior to January 15, 2026, the Partnership Notes may redeem all or a part of the Notes, be redeemed at any time and from time to time, at the following option of the Company, at a redemption pricesprice equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. (c) On and after January 15, 2026, the Notes will be subject to redemption at the Company’s option, at any time and from time to time, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the right of Holders of Notes on the Notes redeemed relevant record date to receive interest due on the applicable redemption daterelevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on August January 15 of the years indicated below: 2017 105.438 . 2026 102.688% 2018 103.625 2027 101.792% 2019 101.813 2028 100.896% 2020 2029 and thereafter 100.000 % Prior 100.000% (d) Notwithstanding the foregoing, at any time and from time to August time prior to January 15, 20172024, the Partnership may on Company may, at its option, redeem an aggregate principal amount of the Notes not to exceed the net proceeds of one or more occasions redeem up to 35% of the Notes with a cash amount not greater than the amount of net cash proceeds of certain sales of the Partnership’s equity securities Equity Issuances at a redemption price of 107.250equal to 105.375% of the principal amountamount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date; provided, however, that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, if any) and (ii) at least 50% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding immediately after any such redemption (unless all Notes are redeemed or repurchased substantially concurrently). (e) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the limitations described right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date or purchase date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Preliminary Offering MemorandumCompany shall be deemed to be outstanding for the purposes of such tender offer, Change of Control Offer, Alternate Offer, Advance Offer or Asset Sale Offer, as applicable. (f) The Company may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates or may specify the order in which redemptions taking place on the same Redemption Date are deemed to occur. (g) The Company, their direct and indirect equityholders, any of its Subsidiaries and their respective affiliates and members of our management may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Redemption Provisions. At any time On one or from time more occasions on or after November 1, 2019, the Partnership may redeem all or a part of the Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest, if any, on the Notes to time be redeemed 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 redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2019 103.750 % 2020 101.875 % 2021 and thereafter 100.000 % On one or more occasions prior to August 15November 1, 20172019, the Partnership may redeem all or a part of the Notes at a redemption price equal to a “make-whole price,” subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with such “make-whole price” with respect to any Notes to be redeemed being equal to an amount that is the greater of (i) 100% of the principal amount of the such Notes to be redeemed and (ii) the sum of the present values of (a) the redemption price of such notes Notes at August 15November 1, 2017 2019, as set forth above, and (b) the remaining scheduled payments of interest from the redemption date to August 15November 1, 2017 2019 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at T+ the Treasury Rate plus 50 basis points, plus, ; plus in each the case of both (ai) and (bii), accrued and unpaid interest on such Notes, if any, to to, but excluding, the redemption date. On Prior to November 1, 2019, on one or after August 15, 2017more occasions, the Partnership may may, at its option, redeem all or a part up to 35% of the Notes, Notes with an amount of cash not greater than the amount of net cash proceeds from time one or more equity offerings at a redemption price equal to time, at 107.500% of the following redemption pricesprincipal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of holders of record on the Notes redeemed relevant record date to receive interest due on the applicable redemption relevant interest payment date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2017 105.438 % 2018 103.625 % 2019 101.813 % 2020 and thereafter 100.000 % Prior to August 15, 2017, the Partnership may on one or more occasions redeem up to 35); provided that at least 65% of the Notes with a cash amount not greater than the aggregate principal amount of net cash proceeds of certain sales of the Partnership’s equity securities at a Notes issued on the initial issue date (excluding Notes held by the Partnership and its Subsidiaries) remains outstanding after each such redemption price of 107.250% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to occurs within 180 days after the limitations described in the Preliminary Offering Memorandumclosing of such equity offering. Please see “Description of Notes—Optional Redemption.”