Common use of Selection of Notes to Be Redeemed Clause in Contracts

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotFelCor LP, of the principal national securities exchange, if any, on which the Notes are listed or, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity shall be redeemed in part. Notwithstanding the foregoing, if less than all the Notes are to be redeemed with the proceeds of an Equity Offering, the Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of the Depositary) unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify FelCor LP and the Company Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as it is practicable (subject to the procedures of the Depository), unless such method is prohibited. The Trustee shall deem fair make the selection from the Notes outstanding and appropriate; provided that not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed PRO RATA or by lot, on a pro rata or by any other basis as it shall deem method the Trustee considers fair and appropriate; provided that appropriate (so long as such method is not prohibited by the rules of any stock exchange on which the Notes are then listed). The Trustee shall make the selection at least 35 but not more than 60 days before the Redemption Date from outstanding Notes not previously called for redemption. The Trustee may select for redemption in part only portions of the principal amounts of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, and portions of them the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed selects shall be in principal amounts of $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly promptly, but not less than 35 days before the Redemption Date, of the Notes or portions of Notes to be redeemed. If any Note selected for partial redemption is thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of Notes to be redeemed by the Company, to be the portion selected for redemption. Notes that have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 3.2 shall affect the right of any Holder to convert any Note pursuant to Article XIV before the termination of the conversion right with respect thereto.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timepursuant to Section 5(a), 5(b), 5(c) or 5(d) of the Notes, as applicable, the Trustee shall select the Notes to be redeemed by lot(1) in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or (2) if such Notes are not then listed on a national securities exchange, on a pro rata basis or other basis by such method as it shall deem the Trustee may reasonably determine is fair and appropriate; provided that if a partial redemption is made with the proceeds of an Equity Offering then the selection of Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. Notes of a principal amount in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any time, not more than 60 days prior to the redemption date, the Trustee or the Registrar, as applicable, in accordance with the customary procedures of the Depository, shall select the Notes to be redeemed pro rata, and if the Depository prescribes no method of selection, then, by lotlot or by any other method that complies with applicable legal and securities exchange requirements, on a pro rata or other basis as it shall deem fair if any, and appropriate; provided that the Trustee or the Registrar, as applicable, in its sole discretion deems fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee or the Registrar, as applicable, shall make the selection from outstanding Notes not previously called for redemption. The Trustee or the Registrar, as applicable, may select for redemption in part only portions of the principal of Notes in that have denominations larger than $1,0002,000. In selecting Notes to be redeemed pursuant to this Section 3.02, and portions of them the Trustee shall make such adjustmentsor the Registrar, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed applicable, selects shall be in amounts of $1,000 2,000, or an integral multiple thereofof $1,000, by increasing, decreasing or eliminating (but in any amount event not less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part2,000). Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee or the Registrar, as applicable, shall notify the Company promptly of the Notes or portions of Notes to be redeemed. The Trustee shall not be liable for selection made by it under this Section.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timepursuant to the provisions of this Indenture, the Trustee shall select the Notes to be redeemed by lot(1) in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or (2) if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it shall deem the Trustee may reasonably determine is fair and appropriate; , provided that if any such partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. No Notes of a principal amount of $1,000 or less shall be redeemed in part and Notes of a principal amount in excess of $1,000 may be redeemed in part in multiples of $1,000 only. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lot, on a pro rata PRO RATA or other basis as it shall deem fair and appropriate; provided PROVIDED that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lota method that complies with the requirements, as certified to it by the Issuer, of the principal securities exchange or automated quotation system, if any, on which the Notes are listed at such time or, if the Notes are not listed on a securities exchange or automated quotation system, pro rata rata, by lot or by such other basis method as it shall deem fair and appropriateis customary within the procedures of Euroclear or Clearstream, including the application of a “pool factor” to the nominal amount of the Note; provided that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than £59,000. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. The Trustee may select for redemption portions equal to £59,000 in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an any integral multiple of £1 in excess thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company Issuer and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption. The Trustee will not be liable for selections made by it in accordance with the provisions of this Section 3.03.

Selection of Notes to Be Redeemed. If In the event that less than all of the --------------------------------- Notes are to be redeemed at any time, selection of such Notes for redemption shall be made by the Trustee shall select in compliance with the requirements of the principal national securities exchange, if any, on which such Notes to be redeemed by lotare listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to Depository procedures), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriateappropriate manner chosen at the discretion of the Trustee and, if the Notes are listed on any securities exchange, by a method that complies with the requirements of such exchange; provided provided, however, that if partial redemption is made with the proceeds of a Equity Offering prior to April 15, 2001, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select the Notes, or portions thereof, for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the Notes to be redeemed by lotare listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Note of $1,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at Stated Maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at Stated Maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat Stated Maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any timepursuant to paragraph 5(a) or 5(c) of the Notes, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other basis manner as it the Trustee in its sole discretion shall deem fair and appropriate; provided that . Selection of the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, paragraph 5(b) of the Notes shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository) based on the aggregate principal amount of Notes held by each Holder. The Trustee shall make such adjustmentsthe selection from the Notes then outstanding, reallocations subject to redemption and eliminations as it shall deem proper so that not previously called for redemption. The Trustee may select for redemption pursuant to paragraph 5 of the Notes portions of the principal amount of each Note Notes that have denominations equal to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less larger than $1,000 which would be allocable to any Holderprincipal amount. If Notes and portions of them that the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed Trustee so selects shall be selected by the Trustee by prorating, as nearly as may be, the in amounts of $1,000 principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partintegral multiples thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If In the event that less than all of the --------------------------------- Notes are to be redeemed at any timetime pursuant to an Optional Redemption, selection of such Notes for redemption will be made by the Trustee shall select in compliance with the requirements of the principal national securities exchange, if any, on which the Notes to be redeemed by lotare listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, however, that if a partial redemption is made with the net cash proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes then outstanding subject to redemption and not previously called for redemption. The Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that an Optional Redemption portions of the principal amount of each Note Notes that have denominations equal to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less larger than $1,000 which would be allocable to any Holderprincipal amount. If Notes and portions of them the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed Trustee so selects shall be selected by the Trustee by prorating, as nearly as may be, the in amounts of $1,000 principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partintegral multiples thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotFelCor LP, of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a pro rata national securities exchange, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify FelCor LP and the Company Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a pro rata national securities exchange, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided provided, however, that if the Notes are redeemed pursuant to Paragraph 6(b) of the Notes, the Notes shall be redeemed solely on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary), unless such method is otherwise prohibited. If the Notes are listed on any national securities exchange, the Company shall notify the Trustee of the requirements of such exchange in respect of any redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any timepursuant to paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements, if any, of any securities exchange on which the Notes are listed or, on a pro rata basis, by lot or in such other basis manner as it the Trustee shall deem fair and appropriate; provided that . Selection of the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, paragraph 6 of the Notes shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository) based on the aggregate principal amount of Notes held by each Holder. The Trustee shall make such adjustmentsthe selection from the Notes then outstanding, reallocations subject to redemption and eliminations as it shall deem proper so that not previously called for redemption. The Trustee may select for redemption pursuant to paragraph 5 or 6 of the Notes, portions of the principal amount of each Note Notes that have denominations equal to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less larger than $1,000 which would be allocable to any Holderprincipal amount. If Notes and portions of them the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed Trustee so selects shall be selected by the Trustee by prorating, as nearly as may be, the in amounts of $1,000 principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partintegral multiples thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis, by lot or by such other basis method as it the Trustee shall deem determine to be fair and appropriate; provided provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such a method is prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange or quotation system, if any, on a pro rata which the Notes are quoted or listed or, if the Notes are not so quoted or listed, by lot or by such other basis as it shall deem method that complies with applicable legal requirements and that the Trustee considers fair and appropriate; provided that . The Trustee shall make the selection not more than 60 days and not less than 30 days before the redemption date from Notes outstanding and not previously called for redemption. The Trustee may select for redemption in part only portions of the principal amount of Notes in that have denominations larger than $1,000. In selecting The Trustee will make the selection from Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations outstanding and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holdernot previously called for redemption. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be and portions thereof selected by the Trustee by prorating, as nearly as may be, shall be in amounts of $1,000 or integral multiples of $1,000. If less than all of the principal amount of certificated Notes are to be redeemed among and a Note is converted in accordance with Article 10 after the Holders date on which notice of certificated redemption is given pursuant to Section 3.3 and prior to the time and date specified in Section 3.5, such Note shall, for purposes of determining the amount of such Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be have been redeemed, in whole or in partbe deemed to have been redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis, by lot or in such other fair and appropriate manner chosen at the discretion of the Trustee and, if the Notes are listed on any national securities exchange, by a method that complies with the requirements of such exchange; provided, however, that if partial redemption is made with the proceeds of an Equity Offering prior to June 15, 2001, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as it is practicable (subject to the applicable procedures of the Depositary) unless such method is otherwise prohibited. The Trustee shall deem fair make the selection from the Notes outstanding and appropriate; provided that not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 or less may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timepursuant to Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed (1) in compliance with the requirements of the principal - 34 - national securities exchange, if any, on which such Notes are listed or (2) if such Notes are not then listed on a national securities exchange by lot, PROVIDED THAT no partial redemption will reduce the principal amount at maturity of a Note not redeemed to less than $1,000; and PROVIDED, FURTHER, that if a partial redemption is made with the proceeds of an Equity Offering then the selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata PRO RATA basis or other on as nearly a PRO RATA basis as it is practicable (subject to the procedures of the Depository), unless such method is prohibited. The Trustee shall deem fair make the selection from the Notes outstanding and appropriate; provided that not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity thereof, to be redeemed. Notes in denominations of $1,000 in principal amount at maturity may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a pro rata national securities exchange, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided PROVIDED, HOWEVER, that if the Notes are redeemed pursuant to Paragraph 6(b) of the Notes, the Notes shall be redeemed solely on a PRO RATA basis or on as nearly a PRO RATA basis as practicable (subject to the procedures of DTC or any other depositary), unless such method is otherwise prohibited. If the Notes are listed on any national securities exchange, the Company shall notify the Trustee of the requirements of such exchange in respect of any redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or if the Notes are not listed on a pro rata national securities exchange, by lot or by such other basis method as it the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Notes of DM 1,000 in principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of DM 1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to DM 1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the DM 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotFelCor LP, of the principal national securities exchange, if any, on which the Notes are listed or, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity shall be redeemed in part. Notwithstanding the foregoing, if less than all the Notes are to be redeemed with the proceeds of an Equity Offering, the Trustee shall select the Notes to Table of Contents be redeemed on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of the Depositary) unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify FelCor LP and the Company Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select the Notes, or portions thereof, for redemption in compliance with the requirements of the principal U.S. national securities exchange, if any, on which the Notes to be redeemed by lotare listed or, if the Notes are not listed on a U.S. national securities exchange, on a pro rata PRO RATA basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Note of $1,000 in principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. The Trustee shall promptly notify the Company in writing of such Notes selected for redemption and, in the case of Notes selected for partial redemption, the principal amount at maturity to be redeemed. The Trustee may select for redemption in part only portions of the principal amount at maturity of Notes in that have denominations equal to or larger than $1,0001,000 principal amount at maturity. In selecting Notes to be redeemed pursuant to this Section 3.02, and portions of them the Trustee selects shall make such adjustments, reallocations and eliminations as it shall deem proper so that the be in amounts of $1,000 principal amount of each Note to be redeemed shall be $1,000 at maturity or an integral multiple multiples thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriatereasonable manner chosen at the discretion of the Trustee; provided provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee may select for redemption in part only Notes in denominations larger than $1,000on a pro rata basis, unless such method is otherwise prohibited. In selecting Notes to be redeemed pursuant to this Section 3.02, the The Trustee shall make such adjustmentsthe selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, reallocations and eliminations as it shall deem proper so that in the case of any Note selected for partial redemption, the principal amount of each Note thereof to be redeemed shall be $1,000 or an integral multiple thereof, redeemed. In the event of partial redemption by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Noteslot, the certificated particular Notes to be redeemed shall be selected selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee by prorating, as nearly as from the outstanding Notes not previously called for Redemption. Notes in denominations of $1,000 may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered only in their respective nameswhole. The Trustee in its discretion may determine select for redemption portions (equal to $1,000 or any integral multiple thereof) of the particular principal of Notes (if there are more that have denominations larger than one) registered in the name of any Holder which are to be redeemed, in whole or in part$1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timepursuant to the provisions of this Indenture, the Trustee shall select the Notes to be redeemed by lot(1) in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or (2) if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it shall deem the Trustee may reasonably determine is fair and appropriate; provided , provided, that if any such partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. Notes of a principal amount in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select selection of the Notes to be redeemed will be made by lotthe Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriatereasonable manner chosen at the discretion of the Trustee; provided provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select selection of the Notes to be redeemed will be made by lotthe Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriate; provided that reasonable manner chosen at the discretion of the Trustee. The Company shall promptly notify the Trustee and the Paying Agent in writing of the date of listing and the name of the securities exchange if and when the Notes are listed on a principal national securities exchange. The Trustee shall make 112 -39- the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select the Notes, or portions thereof, for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that no Note of $1,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at Stated Maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at Stated Maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat Stated Maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If In the event that less than all of the --------------------------------- Notes are to be redeemed at any time, selection of such Notes for redemption shall be made by the Trustee shall select in compliance with the requirements of the principal national securities exchange, if any, on which such Notes to be redeemed by lotare listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided PROVIDED, HOWEVER, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to Depository procedures), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriateappropriate manner chosen at the discretion of the Trustee and, if the Notes are listed on any securities exchange, by a method that complies with the requirements of such exchange; provided provided, however, that if partial redemption is made with the net proceeds of one or more issuances of Common Stock (other than Redeemable Stock) prior to December 1, 2000, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lota method that complies with the requirements, as certified to it by the Issuer, of the principal securities exchange or automated quotation system, if any, on which the Notes are listed at such time or, if the Notes are not listed on a securities exchange or automated quotation system, pro rata rata, by lot or by such other basis method as it shall deem fair and appropriateis customary within the procedures of Euroclear or Clearstream, including the application of a “pool factor” to the nominal amount of the Note; provided that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than £50,000. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. The Trustee may select for redemption portions equal to £50,000 in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an any integral multiple of £1 in excess thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company Issuer and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption. The Trustee will not be liable for selections made by it in accordance with the provisions of this Section 3.03.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select selection of the Notes to be redeemed will be made by lotthe Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis or as nearly a pro rata basis as it is practicable (subject to DTC procedures), unless such method is otherwise prohibited. The Trustee shall deem fair make the selection from the Notes outstanding and appropriate; provided that not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timepursuant to Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed by lot(1) in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or (2) if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem to be fair and appropriate; provided , provided, that no partial redemption will reduce the principal amount of a Note not redeemed to less than $1,000. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof, to be redeemed. Notes in denominations of $1,000 in principal amount may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less fewer than all the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata basis (or, in the case of Notes issued in global form, based on a method that most nearly approximates a pro rata selection) or by lot or by such other basis as it shall deem fair method that complies with applicable legal and appropriate; provided securities exchange requirements, if any, and that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes its sole discretion shall deem to be redeemed pursuant to this Section 3.02fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances, the unless otherwise required by law or depositary requirements. The Trustee shall make such adjustments, reallocations the selection from outstanding Notes not previously called for redemption. Notes and eliminations as it shall deem proper so that portions of them the principal amount of each Note to be redeemed Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 or an integral multiple in excess thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company Terra Capital promptly of the Notes or portions of Notes to be redeemed. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. In the event Terra Capital is required to make an offer to purchase Notes pursuant to Section 4.8 or 4.13 and the amount available for such offer is not evenly divisible by $1,000, the Trustee shall promptly refund to Terra Capital any remaining funds, which in no event will exceed $2,000.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select selection of the Notes to be redeemed will be made by lotthe Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other basis as it shall deem fair and appropriatereasonable manner chosen at the discretion of the Trustee; provided provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select the Notes, or portions thereof, for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the Notes to be redeemed by lotare listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Note of $1,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at Stated Maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at Stated Maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat Stated Maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall promptly notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, selection of the Trustee shall select the Notes to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange by proratingthe Trustee, as nearly as may beon a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. The Company shall promptly notify the Trustee and the Paying Agent in writing of the date of listing and the name of the securities exchange if and when the Notes are listed on a principal national securities exchange. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount of certificated Notes thereof to be redeemed. Notes in denominations of $1,000 may be redeemed among the Holders of certificated Notes registered only in their respective nameswhole. The Trustee in its discretion may determine select for redemption portions (equal to $1,000 or any integral multiple thereof) of the particular principal of Notes (if there are more that have denominations larger than one) registered in the name of any Holder which are to be redeemed, in whole or in part$1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotthe Obligors, of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a pro rata national securities exchange, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company Obligors and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If In the event that less than all of the --------------------------------- Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee shall select in compliance with the requirements of the principal national securities exchange, if any, on which such Notes to be redeemed by lotare listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part and Notes of a principal amount in excess of $1,000 may be redeemed in part in multiples of $1,000 only; and provided, further, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall, subject to the preceding proviso, be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 or less may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select Notes for redemption on a pro rata basis (or, in the case of Notes issued in global form pursuant to Article 2 hereof, by lot or by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law) unless otherwise required by law or applicable stock exchange or depositary requirements. Notwithstanding the foregoing, no Notes of $2,000 or less can be redeemed in part. In the event of partial redemption by lot, the particular Notes to be redeemed by lotwill be selected, on a pro rata or other basis as it shall deem fair and appropriate; unless otherwise provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02herein, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount not less than $1,000 which would be allocable 30 nor more than 60 days prior to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected redemption date by the Trustee by proratingfrom the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption and, as nearly as may bein the case of any Note selected for partial redemption, the principal amount of certificated Notes thereof to be redeemed among redeemed. Notes and portions of Notes selected will be in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Holders Notes of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any a Holder which are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in whole or in part. Provisions the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all In the case of --------------------------------- any partial redemption pursuant to Section 3.01(a) or Section 3.01(b), selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the Luxembourg Stock Exchange, if the Notes are to be redeemed at so listed, and any timeother principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a principal securities exchange or the Luxembourg Stock Exchange, pro rata, by lot or by such other method as the Trustee shall select the Notes to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that the Trustee may select for redemption no Note of . 1,000 in part only Notes in denominations larger than $1,000. In selecting Notes to principal amount or less shall be redeemed pursuant in part; and provided, further, that any redemption following a Public Equity Offering will be made on a pro rata or on as nearly a pro rata basis as applicable (subject to this Section 3.02, the procedures of Euroclear and Clearstream). The Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If selection from the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partoutstanding and not previously called for redemption. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, the Trustee shall select the Notes to be redeemed by lot, on a pro rata PRO RATA basis, by lot or in such other basis as it shall deem fair and appropriateappropriate manner chosen at the discretion of the Trustee and, if the Notes are listed on any securities exchange, by a method that complies with the requirements of such exchange; provided PROVIDED, HOWEVER, that if partial redemption is made with the proceeds of a Public Equity Offering prior to August 1, 2000, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a PRO RATA basis unless such method is otherwise prohibited. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall will select the Notes, or portions thereof, for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that no Note of $1,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at Stated Maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at Stated Maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat Stated Maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.for

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lotin compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriate; provided provided, however, that if the Notes are redeemed pursuant to Paragraph 6 of the Notes, the Notes shall be redeemed solely on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository) unless the securities exchange, if any, on which the Notes are listed requires a different method. If the Notes are listed on any national securities exchange, the Company shall notify the Trustee in writing of the requirements of such exchange in respect of any redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part2,000. Provisions of this Supplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lotamong the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or other basis by such method as it the Trustee shall deem fair and appropriateappropriate (and in a manner that complies with applicable requirements of the Depositary); provided that no Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be sent electronically or mailed by first class mail at least 30 but not more than 60 days before the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting date to each Holder of Notes to be redeemed pursuant at its registered address. If any Note is to this Section 3.02be redeemed in part only, the Trustee notice of redemption that relates to such Note shall make such adjustments, reallocations and eliminations as it shall deem proper so that state the portion of the principal amount of each Note thereof to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holderredeemed. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the A new Note in principal amount equal to the unredeemed portion of certificated Notes to the original Note will be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered issued in the name of any the Holder which are thereof upon cancellation of the original Note. On and after the redemption date, interest ceases to be redeemed, in whole accrue on Notes or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes them called for redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company promptly Issuers in writing of the Notes selected for redemption. The Trustee may select for redemption portions (equal to $1,000 or portions any integral multiple thereof) of the principal of the Notes to be redeemedthat have denominations larger than $2,000.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotthe Company, of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee or Registrar shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotFelCor LP, of the principal national securities exchange, if any, on which the Notes are listed or, on a pro rata basis, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount at maturity shall be redeemed in part. Notwithstanding the Trustee may select for redemption in part only foregoing, if less than all the Notes in denominations larger than $1,000. In selecting Notes are to be redeemed pursuant to this Section 3.02with the proceeds of an Equity Offering, the Trustee or Registrar shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If select the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, on a pro rata basis or on as nearly a pro rata basis as may be, practicable (subject to the principal amount procedures of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective namesDepositary) unless such method is otherwise prohibited. The Trustee or Registrar shall make the selection from the Notes outstanding and not previously called for redemption. Notes in its discretion denominations of $1,000 in principal amount at maturity may determine the particular only be redeemed in whole. The Trustee or Registrar may select for redemption portions (equal to $1,000 in principal amount at maturity or any integral multiple thereof) of Notes (if there are more that have denominations larger than one) registered $1,000 in the name of any Holder which are to be redeemed, in whole or in partprincipal amount at maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify FelCor LP and the Company Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall shall, unless otherwise set forth herein, select the Notes to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated the Notes registered pro rata, by lot or in their respective namesaccordance with a method which the Trustee considers to be fair and appropriate (and in such manner as complies with applicable legal, principal national securities exchanges and depositary requirements, if any). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee in its discretion may determine shall promptly notify the particular Notes Company and the Registrar (if there are more other than onethe Trustee) registered in writing of the Notes selected for redemption and, in the name case of any Holder which are Note selected for partial redemption, the principal amount at maturity thereof to be redeemed. Notes and portions of them selected shall be in face amounts of $1,000 or whole multiples of $1,000. Except as provided in the preceding sentence, in whole or in part. Provisions provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The In the event the Company is required to make an Asset Sale Offer pursuant to Section 3.9 and Section 4.14, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall notify promptly refund to the Company promptly the portion of such Excess Proceeds that is not necessary to purchase the Notes or portions immediately lesser principal amount of Notes to be redeemedthat is so divisible.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select selection of the Notes to be redeemed will be made by lotthe Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a securities exchange, on a pro rata basis or by lot or any other basis method as it the Trustee shall deem fair and appropriate; provided provided, however, that the Trustee may select for redemption Notes redeemed in part shall only Notes be redeemed in denominations larger than integral multiples of $1,000; provided, further, that any such redemption pursuant to the provisions relating to a Public Equity Offering shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of The Depository Trust Company or any other depository), unless such method is otherwise prohibited. In selecting Notices of any optional or mandatory redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each holder of Notes to be redeemed pursuant at such holder's registered address. If any Note is to this Section 3.02be redeemed in part only, the Trustee notice of redemption that relates to such Note shall make such adjustments, reallocations and eliminations as it shall deem proper so that state the portion of the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are thereof to be redeemed, and the Trustee shall authenticate and mail to the holder of the original Note a new Note in whole principal amount equal to the unredeemed portion of the original Note promptly after the original Note has been canceled. On and after the Redemption Date, interest will cease to accrue on Notes or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes thereof called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all In the --------------------------------- Notes are to be redeemed at case of any timepartial redemption of Notes, the Trustee shall select selection of the Notes to in the form of the Global Notes for redemption will be redeemed made by lot, on a pro rata pass-through distribution basis and otherwise in accordance with the procedures of the Depository, and in the case of the Notes in the form of Definitive Notes, the First Lien Trustee on a pro rata basis to the extent practicable or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other basis method as it the First Lien Trustee shall deem fair and appropriateappropriate (and in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $1.00 or less shall be redeemed in part. The First Lien Trustee shall make the selection from outstanding Notes not previously called for redemption. The First Lien Trustee may select for redemption in part only portions of the principal of Notes in that have denominations larger than $1,0001.00. In selecting Notes to be redeemed pursuant to this Section 3.02, and portions of them the First Lien Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed selects shall be in amounts of $1,000 1.00 or an integral multiple multiples of $1.00 in excess thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The First Lien Trustee shall notify the Company Issuers promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lot, on a pro rata or other basis as it shall deem fair and appropriate; provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Certificated Notes, the certificated Certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Certificated Notes to be redeemed among the Holders of certificated Certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed by lot, on a 50 -43- pro rata or other basis as it shall deem fair and appropriate; basis, provided that the Trustee may select for redemption in part only Notes in denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Certificated Notes, the certificated Certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Certificated Notes to be redeemed among the Holders of certificated Certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed. Each redemption of Notes shall be pro rata as between Initial Notes and Exchange Notes.

Selection of Notes to Be Redeemed. If less fewer than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, selection of the Notes or portions thereof for redemption shall be made by the Trustee shall select the Notes to be redeemed by lot, pro rata or in such manner as it shall deem appropriate and fair and in such manner as complies with any applicable legal requirements; provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection is made with the proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata or other basis as it basis, unless such method is otherwise prohibited. The Trustee shall deem fair make the selection from the Notes outstanding and appropriate; provided that not previously called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption in part only portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in part. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by lotthe Company, of the principal national securities exchange, if 29 any, on which the Notes are listed or, if the Notes are not listed on a pro rata national securities exchange or automated quotation system, by lot or by such other basis method as it the Trustee in its sole discretion shall deem fair and appropriate; provided that no Note of $1,000 in principal amount at maturity or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount at maturity may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in part only principal amount at maturity or any integral multiple thereof) of Notes in that have denominations larger than $1,000. In selecting Notes to be redeemed pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the 1,000 in principal amount of each Note to be redeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. If the Notes to be redeemed are certificated Notes, the certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, the principal amount of certificated Notes to be redeemed among the Holders of certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of any Holder which are to be redeemed, in whole or in partat maturity. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be redeemedcalled for redemption.