Common use of Election to Redeem; Notice to Trustee and the Securities Administrator Clause in Contracts

Election to Redeem; Notice to Trustee and the Securities Administrator. With respect to the Notes, Section 11.02 of the Base Indenture is hereby deleted in its entirety and replaced with the following: The due authorization of the election of the Company to redeem any Securities shall be evidenced by an Officer’s Certificate. In case of any redemption at the election of the Company of less than all the Notes, the Company shall provide the Trustee and Securities Administrator with an Officer’s Certificate stating that no defaults in the payment of interest or Events of Default with respect to the Notes have occurred (which have not been waived or cured). In the case of any redemption of Notes pursuant to an election of the Company which is subject to a condition or computation specified in the terms of such Securities, the Company shall furnish the Trustee and the Securities Administrator with an Officer’s Certificate evidencing compliance with such condition or computation. Unless otherwise agreed among the Company, Trustee and Securities Administrator, the Company will send the Trustee and Securities Administrator a draft of the Officer’s Certificate evidencing the due authorization of the Company’s election to redeem the Notes and a draft of the notice of redemption to be provided to Holders no later than noon (New York time) on the third Business Day preceding the date on which notice to the Holders of such redemption is to be provided, and the final, signed version of such certificate and the final notice to be sent to Holders shall be provided by the Company to the Trustee and Securities Administrator no later than noon (New York time) on the Business Day preceding the date on which notice to the Holders will be provided and will be held in escrow by the Trustee and Securities Administrator until the date on which notice to the Holders is to be sent. For the avoidance of doubt, the Trustee and Securities Administrator will be entitled to fully rely on any such Officer’s Certificate without any obligation to verify or otherwise confirm the content thereof and with no liability therefor. In the event that any election by the Company necessitates the retention of any agent by either of the Trustee or the Securities Administrator, the Company agrees that such retention shall be at the sole expense of the Company, subject to the Company’s prior approval of such agent.