Common use of Deposit of Redemption Price Clause in Contracts

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and Company or the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership and the Subsidiary Guarantors Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, On or before noon on any the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds U.S. Legal Tender sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the of all Securities or portions thereof which are to be redeemed on that date, date (other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation). Paying Agent shall promptly return to Issuer any U.S. Legal Tender so deposited which is not required for that purpose upon the written request of Issuer, except with respect to monies owed as obligations to Trustee pursuant to Article VI. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption Price, interest on the Securities or portions thereof to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment. If a Security or portion thereof is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holders Person in whose name such Security was registered at the close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesRecord Date. If any Security or portion thereof called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of Issuer to comply with the first paragraph of this Section 3.5, interest shall be paid on the unpaid principal, premium, if any, any Additional Amountsfrom the Redemption Date until such principal is paid, and, to the extent lawful, accrued on any interest thereon shallnot paid on such unpaid principal, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.1 hereof.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. Section 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Security. Section 1107 Securities orRedeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the case unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturitythe principal of the Security so surrendered.

Deposit of Redemption Price. By 11:00 a.m., On or before 10:00 a.m. (New York City time, ) on any the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or with the Paying Agent (or, if either the Issuer or a Subsidiary of the Issuers or such Subsidiary Guarantor Issuer is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, the all Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof of Securities called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation. If The Trustee or the Issuers or a Subsidiary Guarantor complies Paying Agent shall as promptly as practicable return to the Issuer any money deposited with the preceding paragraphTrustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the Redemption Price of, thenand accrued interest on, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the all Securities to be redeemed will cease to accrue on redeemed. If such money is then held by the Issuer in trust and is not required for such purpose it shall be discharged from such trust. In addition, if any money deposited with the Trustee or with the Paying Agent, or held by the Issuer, in respect of any redemption of Securities remains unclaimed for two years after the applicable Redemption Date, whether or not such Securities are presented for paymentmoney shall be handled in accordance with Section 8.06. If the Issuer complies with the provisions of the preceding paragraph, on and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive after the Redemption Price upon surrender Date, interest shall cease to accrue on the Securities or the portions of the Securities called for redemption. If a Security is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such SecuritiesSecurity was registered at the close of business on such Regular Record Date. If any Security called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, premium, if any, any Additional Amountsfrom the Redemption Date until such principal is paid, and, to the extent lawful, accrued on any interest thereon shallnot paid on such unpaid principal, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By Prior to 11:00 a.m., a.m. (New York City time, ) on any a Redemption Date, the Issuers Issuer or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, or if either of the Issuers Issuer or such Subsidiary the Guarantor is acting as the Paying Agent, it shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are of all Notes to be redeemed on that date, date other than Securities Notes or portions thereof called for redemption of Notes to be redeemed which on that date which or prior thereto have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellationcancellation or have been exchanged. The Paying Agent shall as promptly as practicable return to the Issuer or the Guarantor any money not required for that purpose because of exchange of Notes pursuant to Article 7. If such money is then held by the Issuer or the Guarantor in trust and is not required for such purpose it shall be discharged from such trust. If the Issuers Paying Agent holds money sufficient to pay the Redemption Price with respect to any Notes (i) for which a Notice of Tax Redemption has been given and with respect to which a Notice of Tax Redemption Election has not been made or deemed to have been made or (ii) for which a Subsidiary Guarantor complies with the preceding paragraphNotice of Provisional Redemption has been given, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue immediately on and after the applicable Redemption Date, interest on such Notes shall cease to accrue whether or not such Securities the Notes are presented for paymentdelivered to the Paying Agent, and all other rights of the Holders of such Securities Notes shall have no further rights with respect to such Securities except for terminate, other than the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemptionNote, the principal, premiumincluding Additional Amounts, if any, with respect thereto. Nothing herein shall preclude the withholding of any Additional Amounts, and, taxes required by law to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 be withheld or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitydeducted.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any On or before the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or with the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Issuer is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.062.03) an amount of money in same day funds sufficient to pay the Redemption Price of, of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest (including Additional Interest, if any) on and any Additional Amounts with respect to, the Securities or portions thereof which are all Notes to be redeemed on that date, other provided, however, that any funds deposited on the Redemption Date shall be deposited by the Issuer no later than Securities 10:00 a.m., New York City time on such Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money not required for that purpose. On and after the Redemption Date, unless the Issuer and the Guarantors shall default in the payment of the Redemption Price, interest and Additional Interest, if applicable, will cease to accrue on the principal amount of the Notes or portions thereof called for redemption on that date and for which funds have been delivered by set apart for payment and such Notes, or portions thereof, shall cease after the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment close of such Redemption Price, interest business on the Securities Trading Day immediately preceding the Redemption Date to be redeemed will cease convertible into Common Shares and, except as provided in this Section 3.07, to accrue on and after the applicable Redemption Date, whether be entitled to any benefit or not such Securities are presented for paymentsecurity under this Indenture, and the Holders of such Securities holders thereof shall have no further rights with right in respect to of such Securities Notes, or portions thereof, except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premiumand unpaid interest and Additional Interest, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from (but excluding) the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in Date. In the case of Original Issue Discount SecuritiesNotes or portions thereof redeemed on a Redemption Date which is also an Interest Payment Date, the interest payment and Additional Interest, if any, due on such Securities’ yield date shall be paid to maturitythe person in whose name the Note is registered at the close of business on the relevant Regular Record Date.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money and/or, to the extent the Debt Securities to be redeemed are denominated and payable in same day funds Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or portions thereof called for redemption on that date which have been delivered by Paying Agents located outside the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, thenUnited States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301. SECTION 1106. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the Subsidiary Guarantors Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only upon presentation and after surrender of coupons for such interest (at an office or agency located outside the applicable Redemption Date, whether or not such Securities are presented for paymentUnited States except as otherwise provided in Section 1002), and provided further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebt Security.

Deposit of Redemption Price. By 11:00 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Debt Securities or portions thereof which are to be redeemed on that date, other than Debt Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Debt Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Debt Securities are presented for payment, and the Holders of such Debt Securities shall have no further rights with respect to such Debt Securities except for the right to receive the Redemption Price upon surrender of such Debt Securities. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Debt Securities or, in the case of Original Issue Discount Securities, such Debt Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, plus accrued interest on and any Additional Amounts with respect to such Securities, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, plus accrued interest on and any Additional Amounts with respect to such Securities, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal of and premium, if any, any Additional Amounts, andand accrued interest thereon, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' initial yield to maturityMaturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption on that date which have been delivered by is converted pursuant hereto, any money deposited with the Issuers Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Subsidiary Guarantor Company Request to the Trustee for cancellationor such Paying Agent, or, if then held by the Company, shall be discharged from such trust. If Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers or a Subsidiary Guarantor complies with Securities so to be redeemed shall, on the preceding paragraphRedemption Date, thenbecome due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 At or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the Securities of such series) any accrued interest on and any Additional Amounts with respect toto such accrued interest, the all such Securities or portions thereof which are to be redeemed on that date. Section 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid and all conditions specified pursuant to Section 301 having been satisfied, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Securities Redemption Date shall be payable to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. Unless otherwise specified in or pursuant to this Indenture or the Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any series, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal and any premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, shall bear interest from the Redemption Date at the rate specified pursuant prescribed therefor in the Security. Section 1107 Securities Redeemed in Part. Any Registered Security that is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Security so surrendered. Subject to Section 2.01 203, if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to or provided on behalf of the U.S. Depositary or other Depositary for such Global Security as shall be specified in the Securities orCompany Order with respect thereto to the Trustee, without service charge, a new Global Security in a denomination equal to and in exchange for the case unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturitythe principal of the Global Security so surrendered.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such a Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and Company or the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., Prior to 10:00 a.m. New York City time, time on any the Redemption Date or the Tax Redemption Date, as applicable, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or its designated Paying Agent (which shall be the Paying Agent (or, if either of or its successor unless otherwise notified to the Issuers or such Subsidiary Guarantor is acting as Issuer by the Paying Agent, segregate and hold in trust as provided in Section 2.06Trustee) an amount of money in same day funds cash sufficient to pay the Redemption Price ofplus accrued and unpaid interest (subject to, as provided in the Notes, the right of Holders to receive interest on the relevant interest payment date), if any, and (except Additional Amounts, if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toany, the Securities or portions thereof which are of all Notes to be redeemed on that date, date other than Securities Notes or portions thereof portion of Notes called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation. The designated Paying Agent shall promptly return to the Issuer any cash so deposited which is not required for that purpose upon the written request of the Issuer. Promptly upon receipt of such payment the Paying Agent shall confirm by the medium chosen by the Paying Agent to the Issuer the receipt of such payment. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption PricePrice plus accrued and unpaid interest, if any, and Additional Amounts, if any, interest and Additional Amounts on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Date or Tax Redemption Date, whether or not such Securities Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, and Additional Amounts, if any, shall be paid to the Holders Person in whose name such Note was registered at the close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesRecord Date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, the principalinterest, premiumand Additional Amounts, if any, any Additional Amountsshall be paid on the unpaid principal, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date or the Tax Redemption Date, as applicable, until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.1.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption DateDate subject to the satisfaction of any applicable conditions, the Issuers Company or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, to the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, premium (if any), any Additional Amounts, Amounts and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By At or prior to 11:00 a.m., a.m. New York City time, time on any Redemption Datethe redemption date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the applicable Paying Agent (or, if the Issuer, the Parent Guarantor or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, shall segregate and hold in trust) money in U.S. Dollars sufficient to pay the redemption price of and accrued interest (subject to the right of Holders of record on the relevant Record Date to receive interest due on the related Interest Payment Date that is on or prior to the date of redemption) on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. The Paying Agent shall promptly distribute to each Holder whose Notes are to be redeemed the applicable redemption price thereof and accrued and unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent (or, if either by the Issuer in excess of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient amounts necessary to pay the Redemption Price redemption price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on and any Additional Amounts with respect toon, the Securities or portions thereof which are all Notes to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellationredeemed. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraphprovisions of this Section 3.05, then, unless on and after the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceredemption date, interest on the Securities to be redeemed will shall cease to accrue on and after the applicable Redemption Date, Notes or the portions of Notes called for redemption whether or not such Securities Notes are presented for payment, and the Holders of such Securities Notes shall have no further rights with respect to such Securities Notes except for the right to receive such payment of the Redemption Price redemption price and accrued and unpaid interest, if any, on such Notes upon surrender of such SecuritiesNotes. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, a Note is redeemed on or after a Record Date but on or prior to the extent lawfulrelated Interest Payment Date, then any accrued and unpaid interest thereon shall, until paid, bear interest from to the Redemption Date redemption date in respect of such Note shall be paid on such redemption date to the Person in whose name such Note is registered at the rate specified pursuant close of business on such Record Date, and no additional interest shall be payable to Section 2.01 or provided in Holders whose Notes shall be subject to redemption by the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityIssuer.

Deposit of Redemption Price. By 11:00 a.m., New York City time, Prior to 10:00 a.m. Frankfurt time on any the Redemption Date or the Tax Redemption Date, as applicable, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as which shall be the Paying Agent, segregate and hold Agent or its successor) euro in trust as provided in Section 2.06) an amount of money in same same-day funds sufficient to pay the Redemption Price ofplus accrued and unpaid interest (subject to, as provided in the Notes, the right of Holders to receive interest on the relevant interest payment date), if any, and (except Additional Amounts, if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toany, the Securities or portions thereof which are of all Notes to be redeemed on that date, date other than Securities Notes or portions thereof portion of Notes called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation. The designated Paying Agent shall promptly return to the Issuer any cash so deposited which is not required for that purpose upon the written request of the Issuer. Promptly upon receipt of such payment the Paying Agent shall confirm by the medium chosen by the Paying Agent to the Issuer the receipt of such payment. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption PricePrice plus accrued and unpaid interest, if any, and Additional Amounts, if any, interest and Additional Amounts on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Date or Tax Redemption Date, whether or not such Securities Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, and Additional Amounts, if any, shall be paid to the Holders Person in whose name such Note was registered at the close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesRecord Date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, the principalinterest, premiumand Additional Amounts, if any, any Additional Amountsshall be paid on the unpaid principal, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date or the Tax Redemption Date, as applicable, until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.1.

Deposit of Redemption Price. By If the redemption price is to be satisfied pursuant to the Cash Settlement or the Combination Settlement, on or prior to 11:00 a.m., New York City time, on any each Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of immediately available funds money in same day funds sufficient to pay the Redemption Price of, redemption price (or the Specified Cash Amount with respect to a Combination Settlement)of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the all Securities or portions thereof which are to be redeemed on that date, date other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation; provided, however, that to the extent any such funds are received by the Paying Agent from the Company after 10:00 a.m., New York City time, on the Redemption Date, such funds will be distributed to the Holders within one Business Day of receipt thereof. Promptly after the calculation of the redemption price, the Company shall give the Trustee and any Paying Agent written notice thereof. If the Issuers redemption price is to be satisfied pursuant to the Cash Settlement or a Subsidiary Guarantor complies the Combination Settlement, on and after any Redemption Date, if money sufficient to pay the redemption price of and applicable accrued interest on Securities called for redemption shall have been made available in accordance with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will called for redemption shall cease to accrue on interest and after the applicable Redemption Date, whether or not such Securities are presented for payment, and only right of the Holders of such Securities shall have no further rights with respect be to receive payment of the redemption price of and, subject to the first proviso in Section 5.05, the applicable accrued and unpaid interest on such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesDate. If any Security called surrendered for redemption, for which the redemption price is to be satisfied pursuant to the Cash Settlement or the Combination Settlement, shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest shall be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Security and any interest not paid on such unpaid principal, in each case, at the rate specified pursuant to Section 2.01 or and in the manner provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption on that date which have been delivered by is converted pursuant hereto, any money deposited with the Issuers Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Subsidiary Guarantor Company Request to the Trustee for cancellationor such Paying Agent, or, if then held by the Company, shall be discharged from such trust. If Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers or a Subsidiary Guarantor complies with Securities so to be redeemed shall, on the preceding paragraphRedemption Date, thenbecome due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, instalments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m.Except as otherwise established in or pursuant to a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by Section 2.01 for such Securities, on or prior to Noon, New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers Company or such a Subsidiary Guarantor is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment DateDate or the Securities of the series provide otherwise) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which that are to be redeemed on that date, other than Securities or portions thereof of Securities called for redemption on that date which are owned by the Company or a Subsidiary and have been delivered by the Issuers Company or a such Subsidiary Guarantor to the Trustee for cancellation. If All money, if any, earned on funds held by the Issuers or a Subsidiary Guarantor complies Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited with the preceding paragraphPaying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, thenand accrued interest, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceif any, interest on the on, all Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitiesredeemed. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, is converted into shares of common stock or other securities of the principal, premium, if anyCompany in compliance with the terms of such Security, any Additional Amounts, and, money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the extent lawful, accrued Holder of such Security to receive interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or as provided in the Securities terms of such Security) be paid to the Company upon Company Request or, in if then held by the case of Original Issue Discount SecuritiesCompany, shall be discharged from such Securities’ yield to maturitytrust.

Deposit of Redemption Price. By 11:00 a.m., New York City time, No later than 10 a.m. on any Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Issuer is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Security. SECTION 1107 Securities orRedeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the case unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturitythe principal of the Security so surrendered.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money and/or, to the extent the Debt Securities to be redeemed are denominated and payable in same day funds Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and (including any Additional Amounts with respect toInterest) on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or portions thereof called for redemption on that date which have been delivered by Paying Agents located outside the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, thenUnited States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301. Section 1106. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the Subsidiary Guarantors Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest on (including any Additional Interest) to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that installments of interest (including any Additional Interest) on Bearer Securities whose Stated Maturity is on or not prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such Securities are presented for paymentinterest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided further, that installments of interest (including any Additional Interest) on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebt Security.

Deposit of Redemption Price. By 11:00 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor the Guarantors shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary a Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, plus accrued interest on and any Additional Amounts with respect to such Securities, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, plus accrued interest on and any Additional Amounts with respect to such Securities, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principalprincipal of, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon thereon, shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Dateas otherwise provided as contemplated by Section 301) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Securities of such series) (together with accrued interest, if any, to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Date), then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and after the applicable Redemption Date, whether or not only upon presentation and surrender of Coupons for such Securities are presented for paymentinterest, and provided, further, that (except as otherwise provided as contemplated by Section 301) installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by Coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose Coupons. If any Security called for redemption or portion thereof shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant of interest or Yield to Section 2.01 or provided in the Securities or, Maturity (in the case of Original Issue Discount Securities, such Securities’ yield to maturity) set forth in the Security.

Deposit of Redemption Price. By 11:00 a.m., New York City time, At or prior to 10:00 am on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay on such date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, date other than any Securities or portions thereof called for redemption on that date which have been delivered converted prior to the Redemption Date. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307) be paid to the Company upon Company Request or, if then held by the Issuers or a Subsidiary Guarantor Company, shall be discharged from such trust. Section 1107. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Trustee for cancellation. If Redemption Date, become due and payable at the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Price therein specified, then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether on the later of the Redemption Date or not the date such Securities are presented for paymentSecurity is surrendered; provided, and however, that installments of interest whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemptionredemption as provided herein, the principal, principal and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified borne by the Security. The Company shall be deemed to have made payment as provided herein if checks are mailed to the appropriate Persons not later than the Business Day next subsequent to the Redemption Date. Section 1108. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the Company maintained for that purpose pursuant to Section 2.01 1002 (with, if the Company or provided the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Securities orCompany and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.an aggregate

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors Partnership or Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By Prior to 11:00 a.m., New York City time, on any Redemption Datethe redemption date, the Issuers or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such a Subsidiary Guarantor thereof is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.062.04 hereof) an amount of money sufficient in same day funds sufficient to pay the Redemption Price of, redemption price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest and Additional Interest, if any, on and any Additional Amounts with respect to, the Securities or portions thereof which are all Notes to be redeemed on that date, other than Securities or portions thereof called for redemption on it being understood that date which have been delivered the amount of money to be deposited by the Issuers Company in relation to a mandatory redemption pursuant to Section 3.08 shall take into consideration the amount of money deposited by the Escrow Agent with the Trustee or a Subsidiary Guarantor Paying Agent to fund such redemption. The Paying Agent shall promptly return to the Trustee for cancellationIssuers any money deposited with the Paying Agent by an Issuer in excess of the amounts necessary to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed. If the Issuers or a Subsidiary Guarantor complies comply with the provisions of the preceding paragraph, then, unless on and after the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceredemption date, interest on the Securities to be redeemed will and Additional Interest, if any, shall cease to accrue on and after the applicable Redemption Date, Notes or the portions of Notes called for redemption whether or not such Securities Notes are presented for payment, and the only remaining right of the Holders of such Securities Notes shall have no further rights with respect to such Securities except for the right be to receive payment of the Redemption Price redemption price upon surrender to the Paying Agent of such Securitiesthe Notes redeemed. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of an Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, premiumfrom the redemption date until such principal is paid, if any, any Additional Amounts, and, and to the extent lawful, on any interest and Additional Interest, if any, not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest thereon shall, until paid, bear interest from to the Redemption Date shall be paid to the Person in whose name such Note was registered at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case close of Original Issue Discount Securities, business on such Securities’ yield to maturityRecord Date.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, together with any such accrued interest and Additional Amounts, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or portions thereof called currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for redemption the Securities of such series) (together with accrued interest and Additional Amounts payable with respect thereto, if any, on that the Redemption Date), and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest and Additional Amounts, if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest and Additional Amounts payable with respect thereto, if any, on the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that except as otherwise provided with respect to Securities convertible or exchangeable into other securities or property (including securities of other issuers) of the Company, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be redeemed will cease payable to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities securities, or one or more Predecessor securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant of interest or Yield to Section 2.01 or provided in the Securities or, Maturity (in the case of Original Issue Discount Securities, ) set forth in such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers Company or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect tointerest, if any, on, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors conditions, if any, set forth in such notice having been satisfied, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 1002); and provided, further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be redeemed will cease payable to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m.Except as otherwise established in or pursuant to a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated by Section 3.01 for such Securities, on or prior to Noon, New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.0610.03) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment DateDate or the Securities of the series provide otherwise) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which that are to be redeemed on that date, other than Securities or portions thereof of Securities called for redemption on that date which are owned by the Company or a Subsidiary and have been delivered by the Issuers Company or a such Subsidiary Guarantor to the Trustee for cancellation. If All money, if any, earned on funds held by the Issuers or a Subsidiary Guarantor complies Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited with the preceding paragraphPaying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, thenand accrued interest, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceif any, interest on the on, all Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitiesredeemed. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if anyis converted, any Additional Amounts, and, money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the extent lawful, accrued Holder of such Security or any Predecessor Security to receive interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or as provided in the Securities last paragraph of Section 3.07 or in the terms of such Security) be paid to the Company upon Company Request or, in if then held by the case of Original Issue Discount SecuritiesCompany, shall be discharged from such Securities’ yield to maturitytrust.

Deposit of Redemption Price. By On or before 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.0610.03) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on on, and any Additional Amounts with respect to, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 3.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield Yield to maturityMaturity.

Deposit of Redemption Price. By 11:00 a.m.12:00 p.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Security. SECTION 1107 Securities orRedeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the case unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturitythe principal of the Security so surrendered.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, other than a Special Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either other than the Company or an Affiliate of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06Company) an amount of money in same day funds cash sufficient to pay the Redemption Price of, including any accrued and (except if the Redemption Date shall be an Interest Payment Date) accrued unpaid interest on and any Additional Amounts with respect toon, the all Securities or portions thereof which are to be redeemed on that date, such Redemption Date (other than Securities or portions thereof called for redemption on that date which that have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation). The Paying Agent shall promptly return to the Company any cash so deposited which is not required for that purpose upon the written request of the Company. One Business Day prior to the Special Redemption Date, the Trustee shall withdraw Treasury Bills and proceeds from the Collateral Account, sell such Treasury Bills and deliver to the Paying Agent on behalf of the Company an amount equal to the Redemption Price, and the Paying Agent shall on behalf of the Company apply that amount to redeem the Securities on the Special Redemption Date as provided by Section 3.01. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers paragraph and the Subsidiary Guarantors default in the other provisions of this Article 3 and payment of such Redemption Pricethe Securities called for redemption is not prohibited under this Indenture, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment. Notwithstanding anything herein to the contrary, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If if any Security called surrendered for redemption in the manner provided in the Securities shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Company to comply with the preceding paragraph, interest shall continue to accrue and be paid from the Redemption Date until such payment is made on the unpaid principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued on any interest thereon shallnot paid on such unpaid principal, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or and in the manner provided in Section 4.02 hereof and the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption DateDate subject to the satisfaction of applicable conditions, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By No later than 11:00 a.m., New York City time, a.m. London time on any Redemption Datethe Business Day prior to each redemption date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Issuer or such another Restricted Subsidiary Guarantor is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day immediately available funds (denominated in U.S. dollars) sufficient to pay the Redemption Price of, redemption or purchase price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities all Notes or portions thereof which are to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Registrar for cancellation. On and after the redemption date, other than Securities interest shall cease to accrue on Notes or portions thereof called for redemption on that date which have been delivered by so long as the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies Issuer has deposited with the preceding paragraphPaying Agent funds sufficient to pay the redemption or purchase price of, then, unless the Issuers plus accrued and the Subsidiary Guarantors default in the payment of such Redemption Price, unpaid interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premiumAdditional Amounts, if any, any Additional Amountson, andthe Notes to be redeemed pursuant to this Indenture, unless the Paying Agent is prohibited from making such payment pursuant to the extent lawfulterms of this Indenture. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 3.05, and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. If the Issuer elects to redeem the Notes or portions thereof and request the Trustee to distribute to the Holders of the Notes any amounts deposited in trust (which, for the avoidance of doubt, will include accrued and unpaid interest thereon shallto but excluding the date fixed for redemption) prior to the date fixed for redemption in accordance with Section 8.01, until paid, bear interest from the Redemption Date at applicable redemption notice will state that Holders of the rate specified pursuant Notes will receive such amounts deposited in trust prior to Section 2.01 or provided in the Securities or, in date fixed for redemption and the case of Original Issue Discount Securities, such Securities’ yield to maturityrelevant payment date.

Deposit of Redemption Price. By Prior to 11:00 a.m., New York City time, on any Redemption Datethe redemption date, the Issuers or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such a Subsidiary Guarantor thereof is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.062.04 hereof) an amount of money sufficient in same day funds sufficient to pay the Redemption Price of, redemption price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest and Additional Interest, if any, on and any Additional Amounts with respect to, the Securities or portions thereof which are all Notes to be redeemed on that date, other than Securities or portions thereof called for redemption on it being understood that date which have been delivered the amount of money to be deposited by the Issuers Company in relation to a mandatory redemption pursuant to Section 3.08 shall take into consideration the amount of money deposited by the Escrow Agent with the Trustee or a Subsidiary Guarantor Paying Agent to fund such redemption. The Paying Agent shall promptly return to the Trustee for cancellationIssuers any money deposited with the Paying Agent by an Issuer in excess of the amounts necessary to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed. If the Issuers or a Subsidiary Guarantor complies comply with the provisions of the preceding paragraph, then, unless on and after the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceredemption date, interest on the Securities to be redeemed will and Additional Interest, if any, shall cease to accrue on and after the applicable Redemption Date, Notes or the portions of Notes called for redemption whether or not such Securities Notes are presented for payment, and the only remaining right of the Holders of such Securities Notes shall have no further rights with respect to such Securities except for the right be to receive payment of the Redemption Price redemption price upon surrender to the Paying Agent of such Securitiesthe Notes redeemed. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of an Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, premiumfrom the redemption date until such principal is paid, if any, any Additional Amounts, and, and to the extent lawful, accrued on any interest thereon shalland Additional Interest, until paidif any, bear interest from the Redemption Date not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.01 hereof.

Deposit of Redemption Price. By 11:00 a.m.If the Company elects to pay the Redemption Price in cash, then prior to 10:00 a.m. (New York City time, ) on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.0610.03) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof Notes which are to be redeemed on that date. If the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, other than Securities the Company will pay the full amount of accrued and unpaid interest due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption on that date which have been delivered by as long as the Issuers or a Subsidiary Guarantor Company has deposited with the Paying Agent funds (to the Trustee for cancellationextent the Company elects to pay the Redemption Price in cash) and issues Common Stock to the Holders (to the extent the Company elects to pay the Redemption Price in shares of Common Stock) in full satisfaction of the applicable Redemption Price, pursuant to this Indenture. If the Issuers Company elects to pay the Redemption Price in shares of the Company’s Common Stock, then the Company shall direct the Trustee by Company Order to make a notation on such Global Note or a Subsidiary Guarantor complies with an adjustment on the preceding paragraph, then, unless Trustee’s books and records as to the Issuers and the Subsidiary Guarantors default reduction in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for paymentprincipal amount represented thereby, and the Holders Company shall take all actions as may be necessary or appropriate to effectuate the issuance of such Securities shall have no further rights with respect to such Securities except for shares of the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, Company’s Common Stock to the extent lawful, accrued interest thereon shall, until paid, bear interest from Holders. For the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities oravoidance of doubt, in no event shall the case Trustee, in its capacity as Paying Agent, be required to hold shares of Original Issue Discount Securities, such Securities’ yield to maturitythe Company’s Common Stock in trust in connection with a redemption of the Notes.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership, the Guarantor or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership, the Guarantor or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership, the Guarantor or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership, the Guarantor or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership, the Guarantor and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, Prior to 10:00 p.m. London time on any the Business Day immediately preceding the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the its designated Paying Agent (or, if either of which shall be the Issuers or such Subsidiary Guarantor is acting as Principal Paying Agent unless otherwise notified to the Paying Agent, segregate and hold Issuer by the Trustee) cash in trust as provided in Section 2.06) an amount of money in same day funds euro sufficient to pay the Redemption Price ofplus accrued and unpaid interest, if any, and (except Additional Amounts, if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toany, the Securities or portions thereof which are of all Notes to be redeemed on that date. The Paying Agent (including the Principal Paying Agent) shall promptly return to the Issuer any cash in euro so deposited which is not required for that purpose upon the written request of the Issuer. The Issuer shall, other than Securities or portions thereof called for redemption prior to 10:00 p.m. London time on the second Business Day prior to the date on which the Principal Paying Agent receives payment, procure that date which have been delivered the bank effecting payment confirms by the Issuers or a Subsidiary Guarantor SWIFT message to the Trustee for cancellationthat an irrevocable payment instruction has been given. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption PricePrice plus accrued and unpaid interest, if any, and Additional Amounts, if any, then interest on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest, and Additional Amounts, if any, shall be paid to the Holders Person in whose name such Note was registered at the close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesRecord Date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, the principal, premiuminterest and Additional Amounts, if any, any Additional Amountsshall be paid on the unpaid principal, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.1.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By No later than 11:00 a.m., New York City time, a.m. London time on any Redemption Datethe Business Day prior to each redemption date, the Issuers or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers an Issuer or such another Restricted Subsidiary Guarantor is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day immediately available funds (denominated in U.S. dollars) sufficient to pay the Redemption Price of, redemption or purchase price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities all Notes or portions thereof which are to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuers to the Registrar for cancellation. On and after the redemption date, other than Securities interest shall cease to accrue on Notes or portions thereof called for redemption on that date which so long as the Issuers have been delivered deposited with the Paying Agent funds sufficient to pay the redemption or purchase price of, plus accrued and unpaid interest and Additional Amounts, if any, on, the Notes to be redeemed pursuant to this Indenture, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Issuers Paying Agent and Trustee (i) for which payment instructions are not made or a Subsidiary Guarantor that are not otherwise deposited by the respective times set forth in this Section 3.05, and (ii) until they have confirmed receipt of funds sufficient to make the Trustee for cancellationrelevant payment. If the Issuers elect to redeem the Notes or a Subsidiary Guarantor complies with portions thereof and request the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities Trustee to be redeemed will cease distribute to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except the Notes any amounts deposited in trust (which, for the right avoidance of doubt, will include accrued and unpaid interest to receive but excluding the Redemption Price upon surrender of such Securities. If any Security called date fixed for redemption) prior to the date fixed for redemption shall not be so paid upon surrender thereof for redemptionin accordance with Section 8.01, the principal, premium, if any, any Additional Amounts, and, applicable redemption notice will state that Holders of the Notes will receive such amounts deposited in trust prior to the extent lawful, accrued interest thereon shall, until paid, bear interest from date fixed for redemption and the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.relevant payment date. ​

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. Section 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Security. Section 1107 Securities orRedeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the case unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturity.the principal of the Security so surrendered. ARTICLE TWELVE

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption on that date which have been delivered by is converted pursuant hereto, any money deposited with the Issuers Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Subsidiary Guarantor Company Request to the Trustee for cancellationor such Paying Agent, or, if then held by the Company, shall be discharged from such trust. If SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers or a Subsidiary Guarantor complies with Securities so to be redeemed shall, on the preceding paragraphRedemption Date, thenbecome due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, instalments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Partnership shall deposit with the Trustee or the Paying Agent Partnership's paying agent (or, with the Partnership if either of the Issuers or such Subsidiary Guarantor Partnership is acting as its own paying agent with respect to the Paying Agent, segregate and hold in trust as provided in Section 2.06PPIs) an amount of money in same day funds consideration sufficient to pay pay, in the case of a cash payment, or deliver, in the case of delivery of OPIs, the Redemption Price ofPrice, together with (i) in the case of a Provisional Redemption, the Distribution Make-Whole Payment and accrued and unpaid Scheduled Distributions (including an amount equal to a prorated Scheduled Distribution for any period following the immediately preceding Scheduled Distribution Payment Date) and Preferred Stock Liquidated Damages, if any, to the Provisional Redemption Date (ii) in the case of an Optional Redemption, accrued and unpaid Scheduled Distributions (including an amount equal to a prorated Scheduled Distribution for any period following the immediately preceding Scheduled Distribution Payment Date) and Preferred Stock Liquidated Damages, if any, to the Optional Redemption Date, and (except iii) in the case of a Mandatory Redemption, accrued and unpaid Scheduled Distributions and Preferred Stock Liquidated Damages, if any, to the Mandatory Redemption Date shall be an Interest Payment Date) accrued interest , on and any Additional Amounts with respect to, all the Securities or portions thereof PPIs which are to be redeemed on that date, date (other than Securities or portions thereof any PPIs called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor converted prior to the Trustee for cancellationdate of such deposit, except with respect to any applicable Distribution Make-Whole Payment and Preferred Stock Liquidated Damages, which shall be payable regardless of such conversion). If the Issuers any PPI called for redemption is converted, any cash or a Subsidiary Guarantor complies OPIs deposited with the preceding paragraph, then, unless Partnership's paying agent or with the Issuers Partnership shall (subject to any right of GTL to receive accrued and unpaid distributions as provided in Section 1.3 of this Schedule C) be paid or delivered to the Subsidiary Guarantors default in the payment of such Redemption Price, interest Partnership upon its request. Any Distribution Make-Whole Payment will be paid to GTL on the Securities to be redeemed will cease to accrue on and after date of conversion or the applicable Provisional Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in as the case of Original Issue Discount Securities, such Securities’ yield to maturitymay be.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Alderwoods shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities Subordinated Notes or portions thereof which that are to be redeemed on that datedate (other than those surrendered for conversion into Alderwoods Common Stock), other than Securities Subordinated Notes or portions thereof called for redemption on that date which that have been delivered by the Issuers or a Subsidiary Guarantor Alderwoods to the Trustee for cancellation. The Paying Agent shall promptly return to Alderwoods any money deposited with the Paying Agent by Alderwoods in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest on, all Subordinated Notes to be redeemed (including any amounts deposited for the redemption of Subordinated Notes that are instead converted into Alderwoods Common Stock). If the Issuers or a Subsidiary Guarantor Alderwoods complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Alderwoods defaults in the payment of such Redemption Price, interest on the Securities Subordinated Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities Subordinated Notes are presented for payment, and the Holders of such Securities shall have Subordinated Notes will no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitieslonger be convertible into Alderwoods Common Stock. If any Security Subordinated Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued and unpaid interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities orSubordinated Notes and shall remain convertible into Alderwoods Common Stock until the principal, in the case of Original Issue Discount Securitiespremium, such Securities’ yield to maturityif any, and accrued interest thereon has been paid or duly provided for.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than any Securities or portions thereof called for redemption on that date which have been delivered converted prior to the date of such deposit. If any Security or portion thereof called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security or portion thereof shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307) be paid to the Company upon Company Request or, if then held by the Issuers or a Subsidiary Guarantor Company, shall be discharged from such trust. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Trustee for cancellation. If Redemption Date, become due and payable at the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Price therein specified, then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Alderwoods shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities Two-Year Notes or portions thereof which that are to be redeemed on that date, other than Securities Two-Year Notes or portions thereof called for redemption on that date which that have been delivered by the Issuers or a Subsidiary Guarantor Alderwoods to the Trustee for cancellation. The Paying Agent shall promptly return to Alderwoods any money deposited with the Paying Agent by Alderwoods in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest on, all Two-Year Notes to be redeemed. If the Issuers or a Subsidiary Guarantor Alderwoods complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Alderwoods defaults in the payment of such Redemption Price, interest on the Securities Two-Year Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities Two-Year Notes are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security Two-Year Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued and unpaid interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityTwo-Year Notes.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money on or prior to the Redemption Date in same day funds such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or portions thereof called for redemption on that date which have been delivered by Paying Agents located outside the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, thenUnited States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301. Section 1106. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the Subsidiary Guarantors Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only upon presentation and after surrender of coupons for such interest (at an office or agency located outside the applicable Redemption Date, whether or not such Securities are presented for paymentUnited States except as otherwise provided in Section 1002), and provided further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebt Security.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Issuer or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Issuer or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Issuer or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Issuer or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Issuer and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, together with any such accrued interest and Additional Amounts, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any One Business Day prior to the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or with the Paying Agent (other than the Issuer or an Affiliate of the Issuer) money sufficient to pay the redemption price of and accrued interest and Liquidated Damages, if any, on, all Senior Secured Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent (or, if either by the Issuer in excess of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient amounts necessary to pay the Redemption Price redemption price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toLiquidated Damages, the Securities or portions thereof which are if any, on, all Senior Secured Notes to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellationredeemed. If the Issuers or a Subsidiary Guarantor Issuer complies with the provisions of the preceding paragraph, then, unless the Issuers paragraph and the Subsidiary Guarantors default in other provisions of this Article III, on and after the payment of such Redemption PriceDate, interest on the Securities to be redeemed will and Liquidated Damages, if any, shall cease to accrue on and the Senior Secured Notes or the portions of Senior Secured Notes called for redemption. If a Senior Secured Note is redeemed on or after an interest record date but on or prior to the applicable Redemption related Interest Payment Date, whether or not then any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name such Securities are presented for payment, and Senior Secured Note was registered at the Holders close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitiesrecord date. If any Security Senior Secured Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, the principal, premiuminterest and Liquidated Damages, if any, any Additional Amountsshall be paid on the unpaid principal, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date until such principal is paid, and to the extent lawful on any interest, and Liquidated Damages, if any, not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or and in the manner provided in the Securities or, Senior Secured Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.01 hereof.

Deposit of Redemption Price. By 11:00 a.m.Prior to 10:00 a.m. London time, with respect to the Sterling Notes, or 10:00 a.m. New York City time, with respect to the U.S. Dollar Notes, as applicable, on any Redemption Datethe redemption date (or pursuant to such other arrangements as may be agreed with the Trustee), the Issuers or a Subsidiary Guarantor shall deposit with the Trustee or the its designated Paying Agent (or, if either of which shall be the applicable Paying Agent unless otherwise notified to the Issuers or such Subsidiary Guarantor is acting as by the Paying Agent, segregate and hold in trust as provided in Section 2.06Trustee) an amount of money in same day funds cash sufficient to pay the Redemption Price ofredemption price plus accrued and unpaid interest, if any, and (except Additional Amounts, if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toany, the Securities or portions thereof which are of all Notes to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by . The applicable Paying Agent shall promptly return to the Issuers or a Subsidiary Guarantor any cash in Sterling with respect to the Trustee Sterling Notes and in U.S. Dollars with respect to the U.S. Dollar Notes so deposited which is not required for cancellationthat purpose upon the written request of the Issuers. If the Issuers or a Subsidiary Guarantor complies comply with the preceding paragraphthis Article III, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Priceredemption price plus accrued and unpaid interest, if any, and Additional Amounts, if any, interest and Additional Amounts, if any, on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Dateredemption date, whether or not such Securities Notes are presented for payment, and the Holders of such Securities shall have no further rights with . With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest and Additional Amounts, if any, shall be paid to the Person in whose name such Securities except for Note was registered at the right to receive the Redemption Price upon surrender close of business on such SecuritiesRecord Date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuers to comply with this Article III, the principal, premiuminterest and Additional Amounts, if any, any Additional Amountsshall be paid on the unpaid principal, andfrom the redemption date until such principal is paid, and to the extent lawfullawful on any interest not paid on such unpaid principal, accrued interest thereon shall, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.01.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money and/or, to the extent the Debt Securities to be redeemed are denominated and payable in same day funds Dollars only, Eligible Instruments the payments of principal and interest (including any Additional Interest) on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and (including any Additional Amounts with respect toInterest) on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or portions thereof called for redemption on that date which have been delivered by Paying Agents located outside the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, thenUnited States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301. SECTION 1106. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the Subsidiary Guarantors Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date; provided, however, that installments of interest (including any Additional Interest) on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Securities Redemption Date shall be payable to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebt Security.

Deposit of Redemption Price. By 11:00 With respect to the Dollar Securities, prior to 10:00 a.m., New York City time, on any the Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Dollar Paying Agent (or, if either of the Issuers Issuer or such a Wholly Owned Subsidiary Guarantor is acting as the a Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds U.S. Legal Tender sufficient to pay the Redemption Price of, redemption price of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the all Dollar Securities or portions thereof which are to be redeemed on that date, date other than Dollar Securities or portions of Dollar Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the Redemption Date, interest shall cease to accrue on Dollar Securities or portions thereof called for redemption so long as the Issuer has deposited with the Dollar Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Dollar Securities. With respect to the Sterling Securities, prior to 10:00 a.m., London time, on the Redemption Date, the Issuer shall deposit with the Sterling Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is a Paying Agent, shall segregate and hold in trust) U.K. Legal Tender sufficient to pay the redemption price of and accrued interest on all Sterling Securities or portions thereof to be redeemed on that date which other than Sterling Securities or portions of Sterling Securities called for redemption that have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation. If On and after the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption PriceDate, interest on the Securities to be redeemed will shall cease to accrue on and after the applicable Redemption Date, whether Sterling Securities or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security portions thereof called for redemption shall not be so paid upon surrender thereof for redemptionlong as the Issuer has deposited with the Sterling Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Sterling Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 On or before 10:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on on, and any Additional Amounts with respect to, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on (and any Additional Amounts) to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date shall be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, principal of and premium (if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, in the case of Original Issue Discount Securities, the Securities’ Yield to Maturity. SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and Stated Maturity, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of the Company may at any time purchase or otherwise acquire Securities in the open market or by private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Securities’ yield . Any Securities purchased or acquired by the Company may be delivered to maturity.the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 309 shall apply to all Securities so delivered. ARTICLE TWELVE

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption DateDate subject to the satisfaction of applicable conditions, the Issuers Company or a Subsidiary the Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary the Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary the Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary the Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors Guarantor default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 With respect to any Securities, prior to 10:00 a.m., New York City time, on any Redemption Datethe redemption date (provided that the Issuer shall have confirmed in writing to the Trustee the satisfaction or waiver of all conditions to such redemption pursuant to Section 3.05(a)), the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Issuer or such a Wholly Owned Restricted Subsidiary Guarantor is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds sufficient to pay the Redemption Price of, redemption price of and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on and any Additional Amounts with respect to, the all Securities or portions thereof which are to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, other than interest shall cease to accrue on Securities or portions thereof called for redemption on that date which have been delivered by so long as the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies Issuer has deposited with the preceding paragraphPaying Agent funds sufficient to pay the principal of, thenplus accrued and unpaid interest on, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease and any related fees contemplated by this Indenture, unless the Paying Agent is prohibited from making such payment pursuant to accrue on and after the applicable Redemption Dateterms of this Indenture, whether or not such Securities are presented for payment, and provided that the Holders of such Securities shall have no further rights with respect Issuer has provided an Officers’ Certificate to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, Trustee stating that all conditions precedent (if any, ) to which such redemption has been made subject have been satisfied. Upon redemption of any Additional Amounts, and, to Securities by the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount SecuritiesIssuer, such Securities’ yield to maturityredeemed Securities will be cancelled.

Deposit of Redemption Price. By 11:00 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the Securities of such series) any accrued interest Interest on and any Additional Amounts with respect tothereto, the all such Securities or portions thereof which are to be redeemed on that date. Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued Interest) such Securities shall cease to bear Interest and the Coupons for such Interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, interest on together with any accrued Interest and Additional Amounts to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, except as otherwise provided in or not pursuant to this Indenture or the Bearer Securities of such series, installments of Interest on Bearer Securities are presented whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for paymentsuch Interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of Interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing 82 Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that any Interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such SecuritiesSecurity located outside of the United States except as otherwise provided in Section 1002. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal and any premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, shall bear interest Interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Security. Section 1107. Securities orRedeemed in Part. Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute, the Guarantees of the Guarantor shall be endorsed on and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depositary or other Depositary for such Security in global form as shall be specified in the case Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of Original Issue Discount Securities, such Securities’ yield to maturitythe principal of the Security in global form so surrendered.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061103) an amount of money and/or, to the extent the Debt Securities to be redeemed are denominated and payable in same day funds Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and (including any Additional Amounts with respect toInterest) on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paying Agent or portions thereof called for redemption on that date which have been delivered by Paying Agents located outside the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, thenUnited States except as otherwise provided in Section 1102, unless otherwise specified as contemplated by Section 301. Section 1206. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers Debt Securities to be redeemed shall, on the Redemption Date, become due and payable at the Subsidiary Guarantors Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest on (including any Additional Interest) to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that installments of interest (including any Additional Interest) on Bearer Securities whose Stated Maturity is on or not prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such Securities are presented for paymentinterest (at an office or agency located outside the United States except as otherwise provided in Section 1102), and provided further, that installments of interest (including any Additional Interest) on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of such Securitiesthose coupons at an office or agency located outside of the United States except as otherwise provided in Section 1102. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebt Security.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership, the Guarantor or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership, the Guarantor or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership, the Guarantor or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership, the Guarantor or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership, the Guarantor and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m.On or before 12:00 noon, New York City time, Eastern time on the Business Day immediately preceding any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or with the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. NY1-463085 EXECUTION Section 907. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Redemption Price, interest on the Securities to be redeemed will shall cease to accrue on and after bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the applicable Company at the Redemption Price together with accrued interest to the Redemption Date; provided, whether however, that installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date shall be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Dates according to such Securities except for the right to receive terms and the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemptionon any Redemption Date, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued principal and interest thereon then due in respect thereof shall, until paid, bear interest from the Redemption Date at the rate specified in Section 503. Section 908. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 2.01 402 (with, if the Company, the Security Registrar or provided the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Securities orCompany, the Security Registrar or the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the case Company shall execute, and the Trustee shall authenticate and deliver to the Holder of Original Issue Discount such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Securities’ yield Holder in aggregate principal amount equal to maturityand in exchange for the unredeemed portion of the principal of the Security so surrendered.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061006) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date shall be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on At least one Business Day prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, other than the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or portions thereof called currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Securities of such series) (together with accrued interest, if any, to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Date), then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and PROVIDED, FURTHER, that, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be redeemed will cease payable to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premiumprincipal (and premium or Make-Whole Amount, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in borne by the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.06trust) (i) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Dateinterest payment date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, date other than any Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor converted prior to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment date of such deposit and (ii) with respect to Securities called for Provisional Redemption Pricepursuant to Section 3.1, interest an amount or money sufficient to pay the Make-Whole Payment for al the Securities (or portions thereof) called for redemption (including those surrendered for conversion into Common Stock after the Redemption Notice Date and prior to the provisional Redemption Date); provided that if such payment is made on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether it must be received by the Trustee or not Paying Agent, as the case may be, by 10:00 a.m. New York City time on such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitiesdate. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or segregated and held in trust for the redemption of such Security shall not (subject to any right of the Holder of such Security or any predecessor security to receive interest) be so paid to the Company as soon as practicable upon surrender thereof for redemption, written request by the principal, premiumCompany or, if anythen held by the Company, shall be released from such trust; provided that, with respect to a Provisional Redemption, any Additional Amountsmoney so deposited for payment of the Make-Whole Payment shall remain segregated and held in trust for payment of the Make-Whole Payment which shall be made on all Securities called for Provisional Redemption, and, including Securities converted into Common Stock after the Redemption Notice Date and prior to the extent lawful, accrued interest thereon shall, until paid, bear interest from third Business Day prior to the Provisional Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDate.

Deposit of Redemption Price. By 11:00 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section 307) be paid to the Company on that date which have been delivered Company Request, or if then held by the Issuers or a Subsidiary Guarantor Company, shall be discharged from such trust. 69 SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Trustee for cancellation. If Redemption Date, become due and payable at the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Price therein specified, then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date will be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Alderwoods shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities Five-Year Notes or portions thereof which that are to be redeemed on that date, other than Securities Five-Year Notes or portions thereof called for redemption on that date which that have been delivered by the Issuers or a Subsidiary Guarantor Alderwoods to the Trustee for cancellation. The Paying Agent shall promptly return to Alderwoods any money deposited with the Paying Agent by Alderwoods in excess of the amounts necessary to pay the Redemption Prxxx xx, xxd accrued and unpaid interest on, all Five-Year Notes to be redeemed. If the Issuers or a Subsidiary Guarantor Alderwoods complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Alderwoods defaults in the payment of such Redemption Price, interest on the Securities xx xxx Xxxe-Year Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities Five-Year Notes are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security Five-Year Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued and unpaid interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityFive-Year Notes.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption on that date which have been delivered by is converted pursuant hereto, any money deposited with the Issuers Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Subsidiary Guarantor Company Request to the Trustee for cancellationor such Paying Agent, or, if then held by the Company, shall be discharged from such trust. If SECTION 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers or a Subsidiary Guarantor complies with Securities so to be redeemed shall, on the preceding paragraphRedemption Date, thenbecome due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and after the applicable Redemption Date, whether or not surrender of coupons for such Securities are presented for paymentinterest, and provided, further, that, unless otherwise specified as contemplated by Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, in the case of Original Issue Discount Securities, such the Securities’ ' yield to maturity.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City Houston, Texas time, on any Redemption Date, the Issuers or a Subsidiary Guarantor shall deposit Company will deposit, with respect to the Subordinated Notes called for redemption in accordance with Section 1004, with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.06903) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall will be an Interest Payment Date) any accrued interest on and any Additional Amounts with respect toon, the Securities all such Subordinated Notes or portions thereof which are to be redeemed on that date. Section 1006 Subordinated Notes Payable on Redemption Date. Notice of redemption having been given as provided above, other than Securities or portions thereof called for redemption the Subordinated Notes so to be redeemed will, on that the Redemption Date, become due and payable at the Redemption Price therein specified, together with accrued and unpaid interest, if any, thereon and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company will default in the payment of the Redemption Price and accrued interest, if any) such Subordinated Notes will cease to bear interest. Upon surrender of any such Subordinated Note for redemption in accordance with said notice, such Subordinated Note will be paid by the Company at the Redemption Price, together with any accrued and unpaid interest thereon to but excluding the Redemption Date; provided, however, that installments of interest on Subordinated Notes whose Stated Maturity is on or prior to the Securities Redemption Date will be payable to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect Subordinated Notes registered as such at the close of business on the Regular Record Dates therefor according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 210. If any Security Subordinated Note called for redemption shall will not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, will bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Subordinated Note or, if no rate is prescribed therefor in the case Subordinated Note, at the rate of Original Issue Discount Securitiesinterest, if any, borne by such Securities’ yield to maturitySubordinated Note.

Deposit of Redemption Price. By 11:00 a.m., Prior to 10:00 a.m. (New York City time, ) on any Redemption Datethe redemption date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (orin immediately available funds, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price ofredemption price of and accrued and unpaid interest and Additional Amounts, and (except if applicable, to but not including the Redemption Date shall be an Interest Payment Date) accrued interest redemption date on and any Additional Amounts with respect to, the all Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor (subject to the right of holders of record on the relevant record date to receive interest (and Additional Amounts, if applicable) due on an interest payment date) unless theretofore converted into Common Stock pursuant to the provisions hereof. The Trustee or such Paying Agent shall return to the Company any money not required for cancellationthat purpose. If So long as the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, paragraph and the other provisions of this Article III and unless the Issuers and Paying Agent is prohibited from making such payment pursuant to the Subsidiary Guarantors default in the payment terms of such Redemption Pricethis Indenture, by law or otherwise, interest (and Additional Amounts, if any) on the Securities to be redeemed will on the applicable redemption date shall cease to accrue on from and after the applicable Redemption Date, whether or not such redemption date and such Securities are presented for payment, and the Holders of such Securities or portions thereof shall have no further rights with respect be deemed not to such Securities be entitled to any benefit under this Indenture except for the right to receive payment on the Redemption Price upon surrender redemption date of such Securitiesthe redemption price plus interest and Additional Amounts, if any, accrued and unpaid to the redemption date. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, then, from the principalredemption date until such redemption price (including, without limitation, accrued interest and Additional Amounts, if any) is paid in full, the Company shall pay interest, to the extent permitted by law, on the unpaid principal of and premium, if any, any interest and Additional Amounts, andif any, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date on such Security at the rate specified pursuant to Section 2.01 or provided in the Securities orDefault Rate, in the case of Original Issue Discount Securities, such Securities’ yield to maturitycompounded semiannually.

Deposit of Redemption Price. By 11:00 Prior to 11:30 a.m. New York City time on the Redemption Date or the Tax Redemption Date, as applicable, the Issuer shall deposit with the Trustee or its designated Paying Agent (which shall be the Paying Agent or its successor unless otherwise notified to the Issuer by the Trustee) cash in U.S. Dollars in same-day funds sufficient to pay the Redemption Price plus accrued and unpaid interest (subject to, as provided in the Notes, the right of Holders to receive interest on the relevant interest payment date), if any, and Additional Amounts, if any, of all Notes to be redeemed on that date other than Notes or portion of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. To the extent any such funds are received by the Trustee or its designated Paying Agent from the Issuer after 11:30 a.m., New York City time, on any Redemption Datethe due date, the Issuers or a Subsidiary Guarantor Trustee shall deposit with use commercially reasonable efforts to make payment on the date of receipt but if payment cannot be made, such funds will be deemed deposited within one Business Day of receipt thereof and the Trustee or shall proceed to make payment on such date from those funds. The designated Paying Agent shall promptly return to the Issuer any cash so deposited which is not required for that purpose upon the written request of the Issuer. Promptly upon receipt of such payment the Paying Agent (or, if either of shall confirm by the Issuers or such Subsidiary Guarantor is acting as medium chosen by the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Agent to the Trustee for cancellationIssuer the receipt of such payment. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption PricePrice plus accrued and unpaid interest, if any, and Additional Amounts, if any, interest and Additional Amounts on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Date or Tax Redemption Date, whether or not such Securities Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, and Additional Amounts, if any, shall be paid to the Holders Person in whose name such Note was registered at the close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such SecuritiesRecord Date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Issuer to comply with the preceding paragraph, the principalinterest, premiumand Additional Amounts, if any, any Additional Amountsshall be paid on the unpaid principal, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date or the Tax Redemption Date, as applicable, until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.1.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money and/or, to the extent the Debt Securities to be redeemed are denominated and payable in same day funds Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Debt Securities or portions thereof which are to be redeemed on that date: provided, other than however, that deposits with respect to Bearer Securities shall be made with a Paring Agent or portions thereof called for Paying Agents located outside the United States except as otherwise provided in Section 1002 unless otherwise specified as contemplated by Section 301. SECTION 1106. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Debt Securities to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of and accrued interest) such Securities. If Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Security called for redemption shall not Bearer Securities so to be so paid upon surrender thereof for redemptionredeemed, the principal, premium, if any, any Additional Amounts, and, except to the extent lawfulprovided below, accrued interest thereon shallshall be void, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided Upon surrender of any such Debt Security for redemption in the Securities or, in the case of Original Issue Discount Securitiesaccordance with said notice, such Securities’ yield to maturity.Debt Security shall be paid by the Company at

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or before any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers Company or such Subsidiary the Guarantor is acting as the its own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified with respect to the Securities of such series pursuant to Section 301) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than . If any Securities or portions thereof called for redemption on that date which have been delivered is converted or exchanged for other securities or property (other than an exchange for other Securities of the same series), any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon Company Request or, if then held by the Issuers Company, shall be discharged from such trust. SECTION 1106 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at a redemption price therein specified (the “Redemption Price” ) in the currency or a Subsidiary Guarantor currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) (together with accrued interest, if any, to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Date), then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that, except as may otherwise be provided pursuant to Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be redeemed will cease payable to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principalprincipal (and, to the extent permitted by applicable law, the premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon and Interest thereon) due on such Redemption Date shall, until paid, bear interest from the Redemption Date at the rate specified borne by or provided in, as the case may be, the Security or pursuant to Section 2.01 or provided in 301 with respect to the Securities orof any series. SECTION 1107 SECURITIES REDEEMED IN PART. Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article Eleven or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the case Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of Original Issue Discount Securitiessuch Security without service charge a new Security or Securities of the same series (together, if applicable, with a Guarantee endorsed thereon) of any authorized denomination as requested by such Securities’ yield Holder in aggregate principal amount equal to maturityand in exchange for the unredeemed portion of the principal of the Security so surrendered.

Deposit of Redemption Price. By On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Issuers Partnership or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Partnership or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities Notes or portions thereof which are to be redeemed on that date, other than Securities Notes or portions thereof called for redemption on that date which have been delivered by the Issuers Partnership or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Partnership and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities Notes are presented for payment, and the Holders of such Securities Notes shall have no further rights with respect to such Securities Notes except for the right to receive the Redemption Price upon surrender of such SecuritiesNotes. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities Notes or, in the case of Original Issue Discount SecuritiesNotes, such SecuritiesNotes’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Issuer is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Issuer to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor Issuer complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default Issuer defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, together with any such accrued interest and Additional Amounts, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By Prior to 11:00 a.m., a.m. (New York City time, ) on any the Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, or if either of the Issuers Company or such a Subsidiary Guarantor thereof is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.06trust) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are of all Debentures to be redeemed on that date, date other than Securities Debentures or portions thereof of Debentures called for redemption which on that date which or prior thereto have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellationcancellation or have been converted. Subject to receipt of funds and/or Debentures by the Paying Agent, payment for Debentures surrendered for redemption will be made promptly after the later of (x) the Redemption Date with respect to such Debenture and (y) the time of delivery of such Debenture to the Paying Agent by the holder thereof, by mailing checks for the amount payable to the holders of such Debentures entitled thereto as they shall appear in the Debenture Register, provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose because of conversion of Debentures pursuant to Section 15.01. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust. If the Issuers Trustee (or a Subsidiary Guarantor complies with other Paying Agent appointed by the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest Company) holds money sufficient to redeem on the Securities Redemption Date all the Debentures or portions thereof that are to be redeemed as of the Redemption Date, then on and after the Business Day following the Redemption Date (i) such Debentures will cease to be outstanding, (ii) interest, including Additional Interest, if any, will cease to accrue on such Debentures, and after (iii) all other rights of the applicable Redemption Dateholders of such Debentures will terminate, whether or not such Securities are presented for paymentbook-entry transfer of the Debentures has been made or the Debentures have been delivered to the Trustee or Paying Agent, and the Holders of such Securities shall have no further rights with respect to such Securities except for other than the right to receive the Redemption Price upon surrender delivery of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityDebentures.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on Prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit or cause to be deposited with the U.S. Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Issuer is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the Currency in which the Securities of such series are payable (except, if applicable, as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and (except accrued interest, if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toany, on, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except, if applicable, as otherwise specified pursuant to Section 301 for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraphRedemption Date), then, and from and after such date (unless the Issuers and the Subsidiary Guarantors Issuer shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be redeemed will cease payable to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Issuer and the U.S. Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the U.S. Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States and Canada (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant of interest or Yield to Section 2.01 or provided in the Securities or, Maturity (in the case of Original Issue Discount Securities) set forth in such Security. SECTION 1107 Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustees or either of them so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the relevant Trustee duly executed by, the Holder thereof or such Securities’ yield Holder’s attorney duly authorized in writing), and the Issuer shall execute, and either Trustee shall authenticate and deliver to maturitythe Holder of such Security without service charge, a new Security or Securities of the same series, each having endorsed thereon a Guarantee executed by each Guarantor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Issuer shall deposit deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Issuer is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the Securities of such series) any accrued interest on and any Additional Amounts with respect tothereto, the all such Securities or portions thereof which are to be redeemed on that date. Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Issuer at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only upon presentation and after surrender of Coupons for such interest (at an Office or Agency located outside the applicable Redemption Date, whether or not such Securities are presented for paymentUnited States except as otherwise provided in Section 1002), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting horn the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such SecuritiesSecurity located outside of the United States except as otherwise provided in Section 1002. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal and any premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, shall bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity. Section 1107.

Deposit of Redemption Price. By 11:00 At or prior to 10:00 a.m., New York City time, on any the Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or with the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.062.04) (I) an amount of money (which shall be in same day immediately available funds on such Redemption Date) sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date and (II) with respect to Notes called for Provisional Redemption pursuant to Section 3.08, an amount of money (which shall be in immediately available funds on such Redemption Date) or, if the Company has satisfied the conditions of Section 3.12, Common Stock sufficient to pay the Make-Whole Payment for all the Notes (or portions thereof) called for redemption (including those surrendered for conversion into Common Stock after the Notice Date and prior to the Redemption Date in respect thereof). The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company or so segregated and held in trust for the redemption of such Notes in excess of the amounts, including but not limited to any amounts in respect of Notes that are converted (subject to Section 10.02), necessary to pay the Redemption Price of, and accrued interest on, all Notes to be redeemed; provided that, with respect to a Provisional Redemption, any money or Common Stock so deposited for payment of the Make-Whole Payment shall remain segregated and held in trust for payment of the Make-Whole Payment which shall be made on all Notes called for Provisional Redemption (except if including Notes converted into Common Stock after the Notice Date and prior to the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with in respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturityProvisional Redemption).

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof . If any Security called for redemption on that date which have been delivered by is converted pursuant hereto, any money deposited with the Issuers Trustee or any Paying Agent or so segregated and held in trust for the redemption of such Security shall be paid to the Company upon delivery of a Subsidiary Guarantor Company Request to the Trustee for cancellationor such Paying Agent, or, if then held by the Company, shall be discharged from such trust. If Section 1106 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Issuers or a Subsidiary Guarantor complies with Securities so to be redeemed shall, on the preceding paragraphRedemption Date, thenbecome due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and after the applicable Redemption Date, whether or not surrender of coupons for such Securities are presented for paymentinterest, and provided, further, that, unless otherwise specified as contemplated by Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, in the case of Original Issue Discount Securities, such the Securities’ ' yield to maturity.

Deposit of Redemption Price. By 11:00 a.m.Except as provided in the next paragraph, New York City time, on any Redemption Dateone Business Day prior to the redemption date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent (or, if either by the Company in excess of the Issuers amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. In the event of a sale or such Subsidiary Guarantor is acting other disposition by the Company or any of its Subsidiaries, as the case may be, of the Pledged CooperSurgical Securities, the Substituted Joint Venture Interests or all or substantially all of the assets of CooperSurgical pursuant to Section 11.03(a)(ii)(A) hereof, or a pledge by the Company of the Pledged CooperSurgical Securities or the Substituted Joint Venture Interests or the incurrence by the Company or its Subsidiaries of Indebtedness secured by all or substantially all of the assets of CooperSurgical pursuant to Section 11.03(a)(iii)(A) hereof, on or prior to the date of the sale or other disposition or pledge or incurrence of Indebtedness, the Company shall deposit with the Trustee or with the Paying AgentAgent an amount equal to the greater of $5,000,000 or one-third of the Net Proceeds from the sale or other disposition, in the case of a sale or other disposition of the Pledged CooperSurgical Securities,the Substituted Joint Venture Interests or all or substantially all of the assets of CooperSurgical pursuant to Section 11.03(a)(ii)(A) hereof, or $5,000,000, in the case of a pledge of the Pledged CooperSurgical Securities or the Substituted Joint Venture Interests or the incurrence by the Company or its Subsidiaries of Indebtedness secured by all or substantially all of the assets of CooperSurgical pursuant to Section 11.03(a)(iii)(A) hereof, in each case minus the aggregate principal amount of Notes previously or concurrently purchased or redeemed by the Company and delivered to the Trustee for cancellation. The Trustee or the Paying Agent shall segregate and hold in trust as provided a separate account (the 'Note Purchase Account') any money so deposited and invest such money at the direction of the Company in Cash Equivalents. The Trustee or the Paying Agent shall from time to time during the Purchase Period release money from the Note Purchase Account to the Company upon delivery by the Company to the Trustee or the Paying Agent of an Officers' Certificate certifying that such money will be used to purchase Notes in market, privately negotiated or other transactions contemplated by Section 2.06) 3.08 hereof. The Company shall make an amount appropriate public announcement prior to making any such purchases. Any money remaining in the Note Purchase Account at the end of the Purchase Period, including earnings on the investments thereof, shall be used by the Trustee to redeem Notes on the redemption date in accordance with, but only to the extent required under, Section 3.08 hereof, after giving effect to all purchases and redemptions of Notes through the expiration of the Purchase Period. One Business Day prior to the redemption date pursuant to Section 3.08 hereof, the Company, to the extent of any shortfall in the Note Purchase Account, shall deposit with the Trustee or with the Paying Agent money in same day funds sufficient to pay the Redemption Price of, redemption price of and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on and any Additional Amounts with respect to, the Securities or portions thereof which are all Notes to be redeemed on that date, other than Securities . The Trustee or portions thereof called for redemption on that date which have been delivered Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Issuers or a Subsidiary Guarantor to Company, including earnings, if any, on such investments made by the Trustee for cancellation. If or the Issuers or a Subsidiary Guarantor complies with Paying Agent, in excess of the preceding paragraphamounts necessary to pay the redemption price of, thenand accrued and unpaid interest on, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities all Notes to be redeemed will pursuant to Section 3.08 hereof. On and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and after unpaid interest shall be paid to the applicable Redemption Date, whether or not Person in whose name such Securities are presented for payment, and Note was registered at the Holders close of business on such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securitiesrecord date. If any Security Note called for redemption shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Company to comply with either of the preceding two paragraphs, interest shall be paid on the unpaid principal, premiumfrom the redemption date until such principal is paid, if any, any Additional Amounts, and, and to the extent lawfullawful on any interest not paid on such unpaid principal, accrued interest thereon shall, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, Notes and in the case of Original Issue Discount Securities, such Securities’ yield to maturitySection 4.01 hereof.

Deposit of Redemption Price. By 11:00 a.m., On or prior to noon (local time in New York City time, City) on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 for or in the Securities of such series) any accrued interest on and any Additional Amounts with respect to, the all such Securities or portions thereof which are to be redeemed on that date. Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that date which have been delivered by the Issuers or a Subsidiary Guarantor Redemption Date, become due and payable at the Redemption Price therein specified, together with (unless otherwise provided with respect to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraphSecurities of such series pursuant to Section 301) accrued and unpaid interest, thenif any, thereon and from and after such date (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued and unpaid interest thereon and Additional Amounts with respect thereto to but excluding the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only upon presentation and after surrender of Coupons for such interest (at an Office or Agency located outside the applicable Redemption Date, whether or not such Securities are presented for paymentUnited States except as otherwise provided in Section 1002), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price or, at the option of the Company, after payment to the Trustee for the benefit of the Company of, an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such SecuritiesSecurity located outside of the United States except as otherwise provided in Section 1002. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal and any premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, shall bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, if no rate is prescribed therefor in the case Security, at the rate of Original Issue Discount Securitiesinterest, if any, borne by such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity, or to the actual payment date.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any Redemption Date, the Issuers Company or a Subsidiary Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers Company or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuers Company or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers Company or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers Company and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price Price, together with any such accrued interest and Additional Amounts, upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.. 103548781.7

Deposit of Redemption Price. By 11:00 a.m.Prior to 12:00 p.m., New York City time, on any the Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the Paying Agent (or, if either the Company or any of the Issuers its Subsidiaries or such Subsidiary Guarantor any of their Affiliates is acting as the Paying Agent, the Company shall, or shall cause its Subsidiary or Affiliate to, segregate and hold in trust as provided for the benefit of the Holders) in Section 2.06) cash or Cash Equivalents an amount of money in same day funds sufficient equal to pay the Redemption Price ofplus accrued and unpaid interest, Additional Amounts, if any, and premium (except if the Redemption Date shall be an Interest Payment Dateany) accrued interest on and any Additional Amounts with in respect to, the Securities or portions thereof which are of all Notes to be redeemed on that date, date other than Securities Notes or portions thereof of Notes called for redemption on that such date which have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation. If The Paying Agent shall promptly send by first-class mail, postage prepaid, to each Holder of Notes or portions thereof to be redeemed, payment in an amount equal to the Issuers Redemption Price of such Notes or a Subsidiary Guarantor portions thereof. So long as the Company complies with the preceding paragraph, then, unless the Issuers paragraph and the Subsidiary Guarantors default in the payment other provisions of such Redemption Pricethis Article III, interest and Additional Amounts, if any, on the Securities Notes to be redeemed will on the applicable Redemption Date shall cease to accrue on from and after the applicable Redemption Date, whether or such date and such Notes shall be deemed not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such Securities be entitled to any benefit under this Indenture except for the right to receive payment of the Redemption Price upon surrender plus accrued and unpaid interest, Additional Amounts, if any, and premium (if any) on the Redemption Date (subject to the right of such Securitieseach Holder of record at the close of business on the relevant Record Date to receive interest and Additional Amounts, if any due on the relevant Interest Payment Date). If any Security Note called for redemption shall not be so paid upon surrender thereof for redemption, then, from the principalRedemption Date until such principal is paid, premium, if any, any Additional Amounts, interest shall be paid on the unpaid principal and, to the extent lawfulpermitted by law, on any accrued but unpaid interest thereon shallthereon, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, prescribed therefor by such Securities’ yield to maturityNote.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any On or before the Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or with the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day immediately available funds sufficient to pay the Redemption Price of, of and (except if the Redemption Date shall be an Interest Payment Date) accrued interest (together with Liquidated Damages, if any) on and any Additional Amounts with respect to, the Securities or portions thereof which are all Convertible Subordinated Notes to be redeemed on that date. The Trustee or the Paying Agent shall return to the Company any money not required for that purpose. On and after the Redemption Date, other than Securities unless the Company shall default in the payment of the Redemption Price, interest and Liquidated Damages, if applicable, will cease to accrue on the principal amount of the Convertible Subordinated Notes or portions thereof called for redemption on that date and for which funds have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless the Issuers and the Subsidiary Guarantors default in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented set apart for payment, and such Convertible Subordinated Notes, or portions thereof, shall cease after the Holders close of such Securities business on the Business Day immediately preceding the Redemption Date to be convertible into Common Stock and, except as provided in this Section 3.06 and Section 8.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no further rights with right in respect to of such Securities Convertible Subordinated Notes, or portions thereof, except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premiumand unpaid interest and Liquidated Damages, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from (but excluding) the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in Date. In the case of Original Issue Discount SecuritiesConvertible Subordinated Notes or portions thereof redeemed on a Redemption Date which is also an Interest Payment Date, the interest payment and Liquidated Damages, if any, due on such Securities’ yield date shall be paid to maturitythe person in whose name the Convertible Subordinated Note is registered at the close of business on the relevant Regular Record Date.

Deposit of Redemption Price. By 11:00 a.m.On or before [TIME], New York City [CITY, STATE], time, on any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on on, and any Additional Amounts with respect to, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest on (and any Additional Amounts) to the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date; provided, whether however, that installments of interest whose Stated Maturity is on or not such Securities are presented for payment, and prior to the Redemption Date shall be payable to the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, principal (and premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon ) shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, in the case of Original Issue Discount Securities, such the Securities’ yield ' Yield to maturityMaturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on any On or before the Redemption DateDate specified in the notice of redemption given as provided in Section 1104, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless a condition to the redemption has not been satisfied or portions thereof called for redemption on that date which have been delivered waived by the Issuers or a Subsidiary Guarantor to Company as provided in the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, notice of redemption and unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Securities Redemption Date will be payable to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to such Securities except for their terms and the right to receive the Redemption Price upon surrender provisions of such SecuritiesSection 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturitySecurity.

Deposit of Redemption Price. By 11:00 a.m.On or before the close of business on the Business Day immediately preceding the Redemption Date, each of Xxxxxxx Empress, Xxxxxxx Leasing and any Additional Guarantors shall deposit with Empress U.S. Legal Tender in an amount equal to its Proportionate Share of the amount Empress is required to deposit with the Company pursuant to this Section 3.7 (subject to the joint and several obligations of each Guarantor with respect to such payments). No later than 12:00 noon, New York City time, on any the Redemption Date, the Issuers or a Subsidiary Guarantor Empress shall irrevocably deposit with the Trustee or Company, and the Company shall irrevocably deposit with the Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor is acting as the Paying Agent, segregate and hold U.S. Legal Tender in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, plus accrued and (except if the Redemption Date shall be an Interest Payment Date) accrued unpaid interest on and any Additional Amounts with respect toon, the all Securities or portions thereof which are to be redeemed on that date, such Redemption Date (other than Securities or portions thereof called for redemption on that date which that have been delivered by the Issuers or a Subsidiary Guarantor Company to the Trustee for cancellation). The Paying Agent shall promptly return to the Company any U.S. Legal Tender so deposited which is not required for that purpose upon the written request of the Company. If the Issuers or a Subsidiary Guarantor Company complies with the preceding paragraph, then, unless the Issuers paragraph and the Subsidiary Guarantors default in the other provisions of this Article III and payment of such Redemption Pricethe Securities called for redemption is not prevented for any reason, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment. Notwithstanding anything herein to the contrary, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If if any Security called surrendered for redemption in the manner provided in the Securities shall not be so paid upon surrender thereof for redemptionredemption because of the failure of the Company to comply with the preceding paragraph and the other provisions of this Article III, interest shall continue to accrue and be paid from the Redemption Date until such payment is made on the unpaid principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued on any interest thereon shallnot paid on such unpaid principal, until paid, bear interest from the Redemption Date in each case at the rate specified pursuant to Section 2.01 or and in the manner provided in Section 5.1 hereof and the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to maturity.

Deposit of Redemption Price. By 11:00 a.m., New York City time, on On or prior to any Redemption Date, the Issuers or a Subsidiary Guarantor Company shall deposit with the Trustee or the with a Paying Agent (or, if either of the Issuers or such Subsidiary Guarantor Company is acting as the its own Paying Agent, segregate and hold in trust as provided in Section 2.061003) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect toon, all the Securities or portions thereof which are to be redeemed on that date. SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, other than the Securities or portions thereof called for redemption so to be redeemed shall, on that the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date which have been delivered by the Issuers or a Subsidiary Guarantor to the Trustee for cancellation. If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, (unless the Issuers and the Subsidiary Guarantors Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Securities to Redemption Date shall be redeemed will cease to accrue on payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and after the applicable Redemption Date, whether or not surrender of coupons for such Securities are presented for paymentinterest, and provided, further, that, unless otherwise specified as contemplated by Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have no further rights with respect to been made from the Redemption Price, such Securities except for the right Holder shall be entitled to receive the Redemption Price amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of such Securitiesthose coupons. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if any, principal and any Additional Amounts, and, to the extent lawful, accrued interest thereon premium shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided prescribed therefor in the Securities Security or, in the case of Original Issue Discount Securities, such the Securities’ ' yield to maturity.