Common use of Notice of Redemption; Selection of Debt Securities Clause in Contracts

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt Securities of any series in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company shall fix a date for redemption and shall give notice of such redemption at least 15 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 12.03 and to the Trustee. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Company. The notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify the Debt Securities, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities and the paying agent, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entry. At least five Business Days before notice of redemption is to be given, unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the a series of Debt Securities of any series in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenturepursuant to Section 4.01, the Company shall fix a date for redemption and the Company, or, at the Company's request, the Trustee in the name of and at the expense of the Company, shall give mail a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Securities Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such seriesSecurity. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice Notice of redemption shall identify be given in the Debt Securities, name of the Company and shall specify the date fixed for redemption, the redemption price at which Debt Securities of such any series are to be redeemed, the Place place of payment (which shall be at the offices or Places of Payment agencies to be maintained by the Company pursuant to Section 5.02), that payment of the redemption price will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in and the case Section of Original Issue Discount this Indenture pursuant to which Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the be redeemed. In case less than all Debt Securities of that any series pursuant are to which be redeemed, the notice of redemption shall also identify the particular Debt Securities of to be redeemed as a whole or in part and shall state that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in for the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP numbersinking fund, if any, listed in such notice or printed on is the Debt Securities of that seriescase. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that such series in aggregate principal amount equal to the unredeemed portion thereof will be issued or transferred by book entry. At least five Business Days before notice of redemption is to be given, unless the Trustee consents to a shorter period, the Company shall give notice without charge to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that dateHolder. If less than all the Debt Securities of like tenor and terms of a any series are to be redeemed redeemed, the Company shall give the Trustee notice, at least 45 days (other than pursuant or such shorter period acceptable to mandatory sinking fund redemptions)the Trustee) in advance of the date fixed for redemption, and as to the aggregate principal amount of Debt Securities are Global Securities, they will to be selected for redemption in accordance with Applicable Proceduresredeemed. If the Debt Securities are not Global Securities, may be redeemed in part in multiples equal to the minimum authorized denomination for Debt Securities of such series or any multiple thereof. Thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered and shall as if it were represented by one Registered Security of such series. The Trustee shall promptly as practicable notify the Company in writing of the Debt Securities selected for or portions thereof so selected. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption andof Debt Securities of any series shall relate, in the case of any Debt Securities selected for partial redemptionSecurity redeemed or to be redeemed only in part, to the portion of the principal amount thereof of such Debt Security which has been or is to be redeemed. If any Debt Security called On or prior to the date fixed for redemption shall not be so paid upon surrender thereof on such specified in the notice of redemption dategiven as provided in this Section 4.02, the principal, premium, if any, and interest shall bear interest until paid from Company will deposit with the redemption date at Trustee or with the rate borne by Paying Agent an amount of money in the currency in which the Debt Securities of that series. If less than such series are payable sufficient to redeem on the date fixed for redemption all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities so called for redemption also apply at the appropriate redemption price, together with accrued interest to portions the date fixed for redemption. The Trustee shall not mail any notice of redemption of any series of Debt Securities called during the continuation of any default in payment of interest on any series of Debt Securities when due or of any Event of Default, except that where notice of redemption with respect to any series of Debt Securities shall have been mailed prior to the occurrence of such default or Event of Default, the Trustee shall redeem such Debt Securities provided funds are deposited with it for redemptionsuch purpose.

Notice of Redemption; Selection of Debt Securities. In --------------------------------------------------- case the Company shall desire to exercise the right to redeem all or, as the case may be, or any part of the Debt Securities of any series series, as the case may be, in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company shall fix a date for redemption and shall give notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 12.03 and to the Trustee. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Company13.03. The notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify the Debt Securities, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), that, if the Company defaults on making such redemption payment or if the Debt Securities of that series are subordinated pursuant to the terms of Article XII the paying agent is prohibited from making such payment pursuant to the terms of this Indenture, that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms provision of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number numbers of the Debt Securities of that series being redeemed and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, number listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entryauthenticated and delivered in exchange for the unredeemed portion of the principal of the Debt Security so surrendered. At least five Business Days 60 days before notice of the redemption is to be given, date unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ ' Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000authorized denominations) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be so redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeSecurity Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Debt Security of a any series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time Each such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder shall specify the CUSIP number of the Debt Securities of such series and shall thereupon to be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedentredeemed, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify the Debt Securities, specify the date fixed for redemption, the redemption price at which the Debt Securities of such series are to be redeemedredeemed (or the method by which such redemption price is to be calculated), the Place place or Places places of Payment payment that payment will be made upon presentation and surrender of such the Debt Securities and the paying agentof such series, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease of a series are to accruebe redeemed, the terms notice of redemption shall specify the numbers of the Debt Securities of that such series pursuant to which the Debt Securities of that series are being be redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that such series in principal amount equal to the unredeemed portion thereof that has not been redeemed will be issued or transferred by book entryissued. At least five Business Days before By 10:00 a.m. New York, New York time on the redemption date specified in the notice of redemption is to be given, unless the Trustee consents to a shorter periodgiven as provided in this Section, the Company shall give notice will deposit with the Debt Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the appropriate Redemption Price, together with accrued interest to the date fixed for redemption. The Company will give the Debt Trustee of notice not less than 45 days prior to the redemption date, date (unless a shorter notice is acceptable to the Trustee) as to the aggregate principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify specify the CUSIP number of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after of such series are to be redeemed the date fixed for notice of redemption will cease to accrue, shall specify the terms numbers of the Debt Securities of that series pursuant to which the Debt Securities of that series are being be redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued issued. On or transferred by book entry. At least five Business Days before prior to the redemption date specified in the notice of redemption is to be given, unless the Trustee consents to a shorter periodgiven as provided in this Section, the Company shall give notice to will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of date all the Debt Securities pursuant to which such so called for redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from at the Company appropriate redemption price, together with accrued interest to the effect that such redemption will comply with the conditions hereindate fixed for redemption. If fewer all, or less than all all, the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by Company will give the Company and given to the Trustee, which record date shall be Trustee notice not less than 10 days after the date of notice to the Trustee. On 45 or 60 days, respectively, prior to noon Eastern Time on the redemption date for any Registered Securities, as to the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an aggregate principal amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are series to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in integral multiples of $1,000, except as otherwise set forth in the applicable form of Debt Security) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their termsSecurities, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such seriesSecurity. If the The Debt Securities may be called for redemption price is not known at the time such notice is only as to be given, the actual redemption price, calculated as described in the terms all of the Debt Securities, will be set forth or portions thereof (in an Officers’ Certificate delivered to integral multiples of $1,000) pro rata among all Securityholders based upon the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation aggregate amount of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity)held by each Securityholder. Each such notice of redemption shall identify specify the CUSIP number, if any, of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after are to be redeemed the date fixed for notice of redemption will cease to accrue, shall specify the terms numbers of the Debt Securities of that series pursuant to which be redeemed. In case the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued issued. Prior to 10:00 a.m. North Carolina time on the Redemption Date or transferred by book entry. At least five Business Days before the Special Redemption Date specified in the notice of redemption is to be given, unless the Trustee consents to a shorter periodgiven as provided in this Section, the Company shall give notice will deposit with one or more Paying Agents an amount of money sufficient to the Trustee of redeem on the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than date all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by appropriate redemption price, together with accrued interest to the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called date fixed for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their termsSecurities, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail, or cause the Trustee to mail (at the expense of the Company), a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity)Security. Each such notice of redemption shall identify specify the CUSIP number, if any, of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price (or manner of calculation of the price) at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease are to accruebe redeemed, the terms notice of redemption shall specify the numbers of the Debt Securities of that series pursuant to which be redeemed. In case the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued issued. Prior to 10:00 a.m., New York City time, on the Optional Redemption Date or transferred by book entry. At least five Business Days before the Special Redemption Date specified in the notice of redemption is to be given, unless the Trustee consents to a shorter periodgiven as provided in this Section, the Company shall will deposit with the Trustee or with one or more Paying Agents an amount of money sufficient to redeem on such date all the Debt Securities so called for redemption at the applicable price therefor, together with unpaid interest accrued to such date. The Company will give the Trustee notice not less than 45 nor more than 60 days prior to the Trustee of date fixed for redemption as to the redemption date, price at which the Debt Securities are to be redeemed and the aggregate principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee 50 shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in integral multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company Bank shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt Securities of any series in accordance with their termsSecurities, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders holders of Debt Securities of such series so to be redeemed at their last addresses as a whole or in part, in the manner provided in Section 12.03 and to same appear on the TrusteeSecurity Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity)Security. Each such notice of redemption shall identify specify the CUSIP number, if any, of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue. Prior to 10:00 a.m. New York City time on the Tax Redemption Date or Optional Redemption Date, that as applicable, specified in the case notice of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accruegiven as provided in this Section, the terms Bank will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Debt Securities of that series pursuant so called for redemption at the Optional Redemption Price or Tax Redemption Price, as applicable. The Bank will give the Trustee notice not less than 30 nor more than 60 days prior to the redemption date as to the redemption price at which the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entry. At least five Business Days before notice of redemption is to be given, unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the aggregate principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in integral multiples of $1,000) to be redeemed. In any case where more than one Registered Security ; however, the delivery of such series is registered in the same name, notice to the Trustee in its discretion may treat shall not, without a delivery of a notice to the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing holders of the Debt Securities selected for redemption andpursuant to this Section 13.03, result in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor becoming due and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for payable on such proposed redemption also apply to portions of Debt Securities called for redemptiondate.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their termsSecurities, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail, or cause the Indenture Trustee to mail (at the expense of the Company), a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity)Security. Each such notice of redemption shall identify specify the CUSIP number, if any, of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease are to accruebe redeemed, the terms notice of redemption shall specify the numbers of the Debt Securities of that series pursuant to which be redeemed. In case the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entry. At least five Business Days before notice of redemption is to be given, unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemptionissued.

Notice of Redemption; Selection of Debt Securities. The election of the Corporation to redeem any Debt Securities shall be evidenced by an Officers’ Certificate. In case the Company Corporation shall desire to exercise the right to redeem all all, or, as the case may be, any part part, of the a series of Debt Securities of any series in accordance with their termspursuant to the terms and provisions applicable to such series, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption Redemption Date and shall give send or cause to be sent a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption Redemption Date to the Holders of the Debt Securities of such series so to be redeemed as a whole or in part, in at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date Any notice of redemption that is to be delivered (unless a shorter notice shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Company. The notice if given sent in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives shall have received such notice. In any case, failure to give such notice notice, or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify the Debt Securities, specify the date fixed for redemptionprovisions of such Debt Securities under which such redemption is made, that the conditions precedent, if any, to such redemption have occurred, shall describe the same and the Redemption Date, the redemption price at which Debt Securities of such series are to be redeemedRedemption Price, the Place or Places of Payment Payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest and Additional Amounts, if any, accrued to the date fixed for redemption Redemption Date will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest interest, if any, thereon or on the portions thereof to be redeemed will cease to accrue, that in the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entryof the same series. At least five Business Days before Not later than 11:00 A.M. New York City time on the Redemption Date specified in the notice of redemption is to be givengiven for Debt Securities, unless the Corporation will deposit immediately available funds for the redemption of any Debt Security (or any portion thereof) called for redemption with the Trustee consents or with one or more Paying Agents an amount of money sufficient to redeem on the Redemption Date all the Debt Securities or portions of Debt Securities so called for redemption at the Redemption Price, together with interest, if any, and Additional Amounts, if any, accrued to the Redemption Date. The Corporation will give the Trustee notice of each redemption at least 45 days but not more than 60 days prior to the Redemption Date (unless a shorter period, the Company shall give notice is acceptable to the Trustee of Trustee) as to the redemption date, the aggregate principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions hereinredeemed. If fewer than all of the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, pro rata or by lot or in such other manner as in its sole discretion it shall deem appropriate reasonable and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing numbers of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemptionin whole or in part.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the Debt Securities of any series in accordance with their termsSecurities, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail, or cause the Trustee to mail (at the expense of the Company) a notice of such redemption (“Redemption Notice”) at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series Securityholders so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 and to same appear on the TrusteeDebt Security Register. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst-class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder Securityholder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity)Security. Each such notice of redemption shall identify specify the CUSIP number, if any, of the Debt SecuritiesSecurities to be redeemed, specify the date fixed for redemption, the redemption price (or manner of calculation of the price) at which Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after are to be redeemed the date fixed for notice of redemption will cease to accrue, shall specify the terms numbers of the Debt Securities of that series pursuant to which be redeemed. In case the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued issued. Prior to 10:00 a.m., Eastern time, on the Redemption Date or transferred by book entry. At least five Business Days before notice of redemption is to be givenSpecial Redemption Date specified on the Redemption Notice, unless the Trustee consents to a shorter periodas applicable, the Company shall will deposit with the Trustee or with one or more Paying Agents an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the appropriate redemption price, together with unpaid interest accrued to such date. The Company will give the Trustee notice not less than 45 nor more than 60 days prior to the Trustee of Redemption Date as to the redemption date, Redemption Price at which the Debt Securities are to be redeemed and the aggregate principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in integral multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemption.

Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the any right to redeem all all, or, as the case may be, any part of of, the Debt Securities of any series in accordance with their terms, a resolution of the Board of Directors of the Company or a supplemental Indenture, the Company it shall fix a date for redemption and shall give mail or cause to be mailed a notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in part at their last addresses as the manner provided in Section 12.03 same appear on the registry books of the Company and to the Trustee, except as the resolution adopted by the Board of Directors or the provisions of an indenture supplemental hereto to establish the terms of any series of Debt Securities may otherwise provide. Upon the Company’s request, at least 15 days prior to the date notice of redemption is to be delivered (unless a shorter notice Such mailing shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyfirst class mail. The notice if given mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify the Debt Securities, specify the date fixed for redemption, the redemption price at which the Debt Securities of such series are to be redeemed, the Place place or Places places of Payment payment, that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), and that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in . If less than all the case of Original Issue Discount Debt Securities original issue discount accrued after of a series are to be redeemed the date fixed for notice of redemption will cease to accrue, shall specify the terms number or numbers of the Debt Securities of that series pursuant to which the Debt Securities of that series are being be redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof will be issued issued. On or transferred by book entry. At least five Business Days before the redemption date specified in the notice of redemption is to be given, unless the Trustee consents to a shorter periodgiven as provided in this Section 3.02, the Company shall give notice to will deposit with the Trustee or with one or more paying agents (or if the Company is acting as its own paying agent will segregate and hold in trust as provided in Section 4.04) an amount of money sufficient to redeem on the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of date all the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company or portions thereof so called for redemption, together with accrued interest thereon to the effect that such redemption will comply with the conditions hereindate fixed for redemption. If fewer less than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by redeemed the Company and given to will give the Trustee, which record date shall be Trustee notice not less than 10 50 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, as to the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate aggregate principal amount and hold in trust) an amount maturity of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a such series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Proceduresredeemed. If the Debt Securities are not Global Securities, the The Trustee shall select, select in such manner as in its sole discretion it shall deem appropriate and fairfair or cause to be selected by lot, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee redeemed and shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of a series may be redeemed in part only in multiples of the smallest authorized denomination of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemptionSECTION 3.03.

Notice of Redemption; Selection of Debt Securities. In case the Company Issuers shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt Securities of any series in accordance with their terms, a resolution Board Resolution of the Board of Directors of the Company each Issuer or a supplemental Indenture, the Company Issuers shall fix a date for redemption and shall give notice of such redemption at least 15 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 12.03 and to the Trustee12.03. Upon the Company’s request, at least 15 days prior to the date The notice of redemption is to may not be delivered (unless a shorter notice shall be satisfactory to the Trustee) together with the notice to be given, notice of redemption shall be given by the Trustee in the name and at the expense of the Companyconditional. The notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms of the Debt Securities, will be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the date fixed for redemption and the calculation of any such redemption price shall not be an obligation of the Trustee. Any notice to the Trustee pursuant to this Section 3.02 may be canceled at any time prior to the mailing or sending of the notice of redemption to any Holder of the Debt Securities of such series and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). Each such notice of redemption shall identify specify the amount of Debt SecuritiesSecurities of any series to be redeemed, specify the date fixed for redemption, the calculation of the redemption price at which Debt Securities of such series are to be redeemedredeemed (but not the redemption price itself if it is not then determinable), the Place or Places of Payment that payment will be made upon presentation and surrender of such Debt Securities and the paying agentSecurities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, that the redemption is for a sinking fund payment (if applicable), that on and after said date unless the Company defaults any interest thereon or on the portions thereof to be redeemed will cease to accrue, that in the case of Original Issue Discount Debt Securities original issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed, whether the redemption is subject to one or more conditions precedent and describe each such condition, and state that such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date, the CUSIP number redeemed and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Debt Securities of that series. If less than all the Debt Securities of a series are to be redeemed the notice of redemption shall specify the CUSIP numbers of the Debt Securities of that series to be redeemed. In case any Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series will be issued in principal amount equal to the unredeemed portion thereof will be issued or transferred by book entry. At least five Business Days before notice of redemption is to be given, unless the Trustee consents to a shorter period, the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. On or prior to noon Eastern Time on the redemption date for any Registered Securities, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) an amount of money in the Currency in which such Debt Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Registered Securities or any portions thereof that are to be redeemed on that date. If less than all the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to mandatory sinking fund redemptions), and the Debt Securities are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Debt Securities are not Global Securities, the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case where more than one Registered Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption date, the principal, premium, if any, and interest shall bear interest until paid from the redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt Securities called for redemption also apply to portions of Debt Securities called for redemptionthereof.