Common use of Optional Redemption Clause in Contracts

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesMarch 1, 2011. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 March 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2011 105.125% 2018 103.438 2012 103.417% 2019 101.719 2013 101.708% 2020 2014 and thereafter 100.000 100.000% In addition, prior to March 1, 2011, the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2009, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100110.250% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest tointerest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption dateamount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, thereon (each, a “Redemption Price”), plus accrued interest to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort). In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth belowThe Company, the Issuer shall not be entitled to at its option, may redeem the Securities. On and Notes, in whole at any time or in part from time to time, on or after May December 15, 20172012, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed in as percentages of the aggregate principal amount on the redemption date)thereof) set forth below, plus together, in each case, with accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, if redeemed during the 12-twelve month period commencing beginning on May December 15 of the years set forth each year listed below: Period Year Redemption Price 2017 105.156 2012 103.000% 2018 103.438 % 2019 101.719 % 2020 2013 and thereafter 100.000 100.000% Notwithstanding the foregoing, the Company, at its option, may redeem in the aggregate up to 35% of the principal amount of Notes issued under this Indenture (including additional Notes issued under the Indenture in the future) at any time and from time to time prior to December 15, 2012 at a Redemption Price equal to 110% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the Redemption Date, out of the net cash proceeds of one or more Equity Offerings; provided, that at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption and that any such redemption occurs within 90 days following the closing of any such Equity Offering. In addition, at any time prior to May December 15, 20172012, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to Company may also redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ notice to Holders of the Notes, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest tointerest, if any, to the redemption date (Redemption Date, subject to the right rights of Holders of record the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date. In addition, the Company may from time to time acquire Notes by means other than redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Year Redemption Price 2017 105.156 ---- ---------------- 2008 105.063% 2018 103.438 2009 103.375% 2019 101.719 2010 101.688% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 110.125% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes. On and after May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2010 105.50% 2018 103.438 2011 102.75% 2019 101.719 % 2020 2012 and thereafter 100.000 100.00% In addition, at any time prior to May January 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875111.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity OfferingsOfferings following which there is a Public Market; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Public Equity Offering. Prior to May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities Notes at a redemption price equal to 100100.00% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15November 1, 20172013, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 November 1 of the years set forth below: Period Redemption Price 2017 105.156 2013 104.50 % 2018 103.438 2014 102.25 % 2019 101.719 % 2020 2015 and thereafter 100.000 100.00 % In addition, at any time prior to May 15November 1, 20172012, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875109%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Issuers or its Affiliates being deemed to be not outstanding for purposes of such calculationtheir Affiliates); and (2) notice of each such redemption has been given occurs within 90 180 days after the date of the related Qualified Equity Offering. Prior to May 15November 1, 20172013, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes (which includes Additional Notes, if any) at a redemption price equal to the sum of 100% of the principal amount of the Securities Notes (which includes Additional Notes, if any) plus the Applicable Premium applicable Make-Whole Amount (as ofdefined in the Indenture) as of the redemption date, if any, and accrued and unpaid interest to, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the SecuritiesNotes. On and after May 15Prior to June 1, 20172024, the Issuer shall Notes will be entitled redeemable, in whole or in part, at its the Issuer’s option to redeem all or a portion of the Securities at any time, upon at least 30 days’ and not less than 30 nor more than 60 days’ noticenotice to the Holders, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal (at the redemption price set forth in the table below as if redeemed on June 1, 2024) and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) through June 1, 2024 discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points (the greater of (1) and (2), the “Optional Redemption Premium”), plus in each case, accrued interest thereon to the date of redemption. On and after June 1, 2024, the notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 30 days’ and not more than 60 days’ notice to the Holders, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 June 1 of the years set forth below: Period Redemption Price 2017 105.156 2024 102.563 % 2018 103.438 2025 101.708 % 2019 101.719 2026 100.854 % 2020 2027 and thereafter 100.000 % In addition, Notice of optional redemption pursuant to this Section 5 will be mailed at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or least 30 days but not more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to than 60 days before the redemption date (subject to the right each Holder of Holders of record on the relevant record date Notes to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) be redeemed at least 65% of such aggregate his registered address. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of Securities $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (which includes Additional Securities, if anyor portions thereof) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)or such portions thereof) called for redemption.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the Securities. On and after May November 15, 20172006. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on not less than 30 nor more than 60 days’ days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest to and additional interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and additional interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on May November 15 of the years set forth below: Period Redemption Price 2017 105.156 REDEMPTION YEAR PRICE ----------------------------------------------- 2006 104.938% 2018 103.438 2007 102.469% 2019 101.719 % 2020 2008 and thereafter 100.000 100.000% In addition, at any time prior to May November 15, 20172005, the Issuer shall be entitled at its option on one or more occasions Issuers may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities (which includes calculated giving effect to any issuance of Additional Securities, if any) issued prior with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Dex Media or Parent to such date the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company at a redemption price (expressed as a percentage equal to 109.875% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securitiesand additional interest, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectlyto, by the Issuer or its Affiliates being deemed to be but not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest toincluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities (calculated giving effect to any issuance of Additional Securities) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth belowherein, the Issuer shall will not be entitled to redeem the SecuritiesNotes. On and after May 15March 31, 20172020, the Issuer shall will be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, at the redemption prices (expressed in percentages of principal amount thereof on the redemption date)) set forth below, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record Interest Record Date falling on or prior to the date of redemption to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on May 15 of March 31 in the years set forth below: Period Year Redemption Price 2017 105.156 2020 104.625 % 2018 103.438 % 2019 101.719 % 2020 2021 and thereafter 100.000 % In additionPrior to March 31, 2020, the Issuer will be entitled at any its option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder by mail or in accordance with the applicable procedures of DTC at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date. Any time prior to May 15March 31, 20172020, the Issuer shall will be entitled at its option on one or more occasions to redeem Securities the Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof on the date of redemption) of 106.875109.250%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity OfferingsOfferings by the Parent Guarantor; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).that:

Optional Redemption. Except as set forth belowOn or after June 15, 2020, the Issuer shall not be entitled to redeem the Securities. On and after May 15may, 2017, the Issuer shall be entitled at its option to option, redeem all or a any portion of the Securities Notes, at once or over time, upon not less than 30 days nor more than 60 days’ days prior notice, . The Notes may be redeemed at the redemption prices (expressed in percentages of principal amount on the redemption date)set forth below, plus accrued interest to and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if ) calculated by us. The following prices are for Notes redeemed during the 12-month period commencing on May June 15 of the years set forth below, and are expressed as percentages of principal amount: Period Redemption Year Price 2017 105.156 2020 102.750 % 2018 103.438 2021 101.833 % 2019 101.719 2022 100.917 % 2020 2023 and thereafter 100.000 % In addition, A-2 Optional Redemption with Equity Proceeds: 35% at any time prior to May 105.500% of plus accrued and unpaid interest until June 15, 20172018. Make-Whole Redemption: Make-whole redemption at Treasury Rate + 50 bps until June 15, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an 2020. Change of Control Offer: 101% of aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%thereof, plus accrued and unpaid interest to the redemption date interest. Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Mitsubishi UFJ Securities (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateUSA), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Inc. Co-Manager: Credit Suisse Securities (USA) LLC Trade Date: May 15, 2015 Settlement Date (Issue Date): June 1, 2015 (T+10) The Issuer expects to deliver the Notes against payment for the Notes on or about June 1, 2015, which includes Additional Securities, if any) remains outstanding immediately after will be the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after tenth business day following the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion pricing of the Securities at a redemption price equal Notes (this settlement cycle being referred to 100% as “T+10”). Under Rule 15c6-1 of the principal amount Exchange Act, trades in the secondary market generally are required to settle in three business days, unless parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+10, to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor. Distribution: 144A and Reg S for life. CUSIP Numbers/ISINs: 29273A AA4 / US29273AAA43 (144A) U29199 AA1 / USU29199AA19 (Reg S) This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to qualified institutional buyers, as defined in Rule 144A under the Securities plus the Applicable Premium as ofAct, and accrued outside the United States solely to non-U.S. persons, as defined under Regulation S under the Securities Act. This communication does not constitute an offer to sell the Notes and unpaid interest to, is not a solicitation of an offer to buy the redemption date (subject Notes in any jurisdiction where the offer or sale is not permitted. Any disclaimers or other notices that may appear below are not applicable to the right this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).this communication being sent via Bloomberg email or another communication system. EXHIBIT B FORM OF JOINDER AGREEMENT

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes. On and after May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2010 105.50% 2018 103.438 2011 102.75% 2019 101.719 % 2020 2012 and thereafter 100.000 100.00% In addition, at any time prior to May January 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875111.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Public Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Public Equity Offering. Prior to May January 15, 20172010, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities Notes at a redemption price equal to 100100.00% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the Securities. On and after May September 15, 20172019. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at the following redemption prices (expressed in percentages as a percentage of principal amount amount), plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the 12-month period commencing on September 15 of the years set forth below: Year Redemption Price 2019 104.313 % 2020 102.875 % 2021 101.438 % 2022 and thereafter 100.000 % In addition, at any time prior to September 15, 2019, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to September 15, 2019, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 105.750% plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 50% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued redemption; and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given shall occur within 90 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed or otherwise in accordance with the procedures of the related Equity OfferingDepository and otherwise in accordance with the procedures set forth in the Indenture. Prior In addition, if such redemption is subject to May 15satisfaction of one or more conditions precedent, 2017, the Issuer such notice of redemption shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofdescribe each such condition, and accrued and unpaid interest toif applicable, shall state that, in the Issuers’ discretion, the redemption date (subject may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)completion thereof.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15February 1, 20172014, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1st of the years set forth below: Period Redemption Price 2014 104.438 % 2015 102.958 % 2016 101.479 % 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, prior to February 1, 2014 the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to May 15February 1, 20172013, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities upon not less than 30 nor more than 60 days’ notice, Notes (which includes Additional Securities, if anyNotes) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes Additional Securities, if anyNotes) originally issued prior to such date at a redemption price (expressed as a percentage of 108.875% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of each such redemption has been given occurs within 90 days after the date consummation of the related Equity Offering. Prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall Issuers may at any time and from time to time purchase Notes in the open market or otherwise. Notice of any redemption upon any Equity Offering may be entitled given prior to the completion thereof, and any such redemption or notice may, at its option Holding’s discretion, be subject to redeem all one or a portion more conditions precedent, including, but not limited to, completion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)related Equity Offering.

Optional Redemption. Except as set forth belowin the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the Notes. At any time or from time to time prior to May 15, 2029 (six months prior to the Stated Maturity of the Notes), the Issuer shall not be entitled to redeem the Securities. On and after May 15may redeem, 2017, the Issuer shall be entitled at its option to redeem option, all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, prior notice (with a copy to the Trustee) at a redemption price equal to the redemption prices sum of (expressed in percentages i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the Notes, if any, to, but excluding, the date of redemption date), plus accrued interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % . In addition, at any time prior to on or after May 15, 20172029 (six months prior to the Stated Maturity of the Notes), the Issuer shall be entitled may redeem, at its option on one option, all or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% part of the aggregate principal amount of Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Securities (which includes Additional Securities, if anyTrustee) issued prior to such date at a redemption price equal to the sum of (expressed as a percentage i) 100% of the principal amount) of 106.875%amount thereof, plus (ii) accrued and unpaid interest to on the Notes, if any, to, but excluding, the date of redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). “Applicable Premium” means, with an respect to any Note on any date of redemption, the excess, if any, as determined by the Issuer, of (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Note (excluding accrued but unpaid interest to the date of redemption) through May 15, 2029 (six months prior to the Stated Maturity of the Notes), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (b) the principal amount not of the Note. “Treasury Rate” means, as of any redemption date, the yield to exceed maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the net cash proceeds most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from one or more Equity Offeringsthe redemption date to May 15, 2029 (six months prior to the Stated Maturity of the Notes); provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such period from the redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 20172029 (six months prior to the Stated Maturity of the Notes) is less than one year, the Issuer shall weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be entitled at its option to redeem all or a portion of the used. Joint Book-Running Managers: RBC Capital Markets, LLC Xxxxxxx Xxxxx & Co. LLC SG Americas Securities, LLC Mizuho Securities at a redemption price equal to 100% of the principal amount of the USA LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. BNP Paribas Securities plus the Applicable Premium as ofCorp. Citizens Capital Markets, and accrued and unpaid interest toInc. Deutsche Bank Securities Inc. NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC X. Xxxxxxx & Co., the redemption date LLC Xxxxxx X. Xxxxxxx & Company, Inc. Trade Date: November 5, 2019 Settlement Date: November 7, 2019 (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateT+2).. Ratings1: Ba3 (Xxxxx’x) / BB- (S&P) / BB+ (Kroll)

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at At any time prior to May 15February 3, 2017, 2024 the Issuer shall be entitled may at its option on one redeem the Notes, in whole or more occasions to redeem Securities (which includes Additional Securitiesin part, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to (but not including) the Redemption Date (a “Make-Whole Redemption”). The Issuer will give not less than thirty (30) days’ or more than sixty (60) days’ notice of any Make-Whole Redemption. At any time and from time to time prior to February 3, 2023, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Common Stock of the Parent Guarantor or the Issuer in an Equity Offering at a redemption price of 106.000% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (an “Equity Claw-Back Redemption”); provided that at least 60% of the aggregate principal amount of the Notes originally issued on the Issue Date remains outstanding after each such redemption and any such redemption takes place within sixty (60) days after the closing of the related Equity Offering. The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice of any Equity Claw-Back Redemption. At any time and from time to time on or after February 3, 2024, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, to (but not including) the Redemption Date if redeemed during the twelve-month period beginning on February 3 of the years indicated below. Year Percentage 2024 103.000 % 2025 101.500 % 2026 and thereafter 100.000 % The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Holders of any redemption pursuant to the preceding paragraph. In the event not all of the Notes are to be redeemed, the Notes will be selected for redemption pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, subject to, in the case of Notes held in global form, the Applicable Procedures of DTC. A Note of U.S.$150,000 in principal amount or less shall not be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption date (subject relating to such Note will state the portion of the principal amount to be redeemed. A Note in principal amount equal to the right unredeemed portion will be issued upon cancellation of Holders the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in the payment of record on the relevant record date to receive interest due on the relevant interest payment date)applicable redemption price.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to The Company may redeem the SecuritiesSecurities at any time or from time to time, in whole or in part. On and after May The redemption price for Securities redeemed prior to August 15, 2017, 2027 (the Issuer shall “Par Call Date”) will be entitled at its option equal to redeem all or a portion the greater of the following amounts: (i) 100% of their principal amount; and (ii) the present value of the Remaining Scheduled Payments on the Securities upon not less than 30 nor more than 60 days’ noticebeing redeemed that would be due if the Securities matured on the Par Call Date, discounted to the redemption date, on a semiannual basis, at the redemption prices Treasury Rate plus 15 basis points (expressed in percentages of principal amount on the redemption date0.150%), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)plus, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionin each case, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest on such Securities to the redemption date (subject to the right of Holders of record date. The redemption price for Securities redeemed on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to Par Call Date will be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest toon such Securities to the redemption date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notice of redemption will be mailed at least 15 days but not more than 60 days before the redemption date (subject to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $2,000 may be redeemed in part. On and after the right redemption date interest ceases to accrue on Securities or portions of Holders them called for redemption, provided that if the Company shall default in the payment of record on such Securities at the relevant record date redemption price together with accrued interest, interest shall continue to receive interest due on accrue at the relevant interest payment date)rate borne by the Securities.

Optional Redemption. Except as The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after July 15, 2024, at the applicable redemption price set forth below, the Issuer shall not . The Notes will be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, so redeemable at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on July 15 of the years set forth below: Redemption Period Price 2024 102.313% 2025 101.156% 2026 and thereafter 100.000% In addition, at any time and from time to time after the Escrow Release Date and prior to July 15, 2024, the Company at its option may redeem Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the aggregate proceeds of one or more Equity Offerings consummated after the Escrow Release Date, at a redemption price (expressed as a percentage of principal amount thereof) of 104.625%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date); provided, however, that if Notes are redeemed pursuant to this paragraph, an aggregate principal amount of Notes equal to at least 50.0% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes) must remain outstanding immediately after each such redemption of Notes (unless all the Notes not redeemed under this paragraph are concurrently being redeemed under any other applicable provision of this Indenture). Any amount payable in any such redemption may be funded from any source. Any notice of any such redemption may be given prior to the completion of the related Equity Offering, but in no event may be given more than 180 days after the completion of the related Equity Offering. 106 At any time and from time to time after the Escrow Release Date and prior to July 15, 2024, Notes may also be redeemed in whole or in part, at the Company’s option, at a price equal to 100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the highest price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date falling prior to or on the Redemption Date). Except as set forth in Section 1010, any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017applicable, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of Company should notify the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% Trustee of such aggregate principal amount of Securities (which includes Additional SecuritiesRedemption Date, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment of the redemption date price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Except with respect to a Special Mandatory Redemption, any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the right satisfaction (or, waiver by the Company in its sole discretion) of Holders one or more conditions precedent, which may include consummation of record on any related Equity Offering or the relevant record date occurrence of a Change of Control. If such redemption or notice is subject to receive interest due on satisfaction of one or more conditions precedent, such notice may state that, in the relevant interest payment dateCompany’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to The Company may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed Notes from time to time in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 accordance with Article 5 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities Indenture at a redemption price equal to the greater of (a) 100% of the principal amount of the Securities Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points plus with respect to each of the Applicable Premium as ofNotes, and accrued and unpaid interest tointerest, including Additional Interest, if any, on the principal amount being redeemed to the date of redemption. ‘‘Treasury Rate’’ means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediate preceding week, appearing in the most recently published statistical release designated ‘‘H.15(519)’’ or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption ‘‘Treasury Constant Maturities,’’ for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the redemption date (subject rate per annum equal to the right semi-annual equivalent yield to maturity of Holders of record the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the relevant record date to receive interest due on third business day preceding the relevant interest payment redemption date).

Optional Redemption. Except as set forth described below, the Issuer shall Notes are not be entitled to redeemable at the Issuers’ option until December 1, 2012. From and after December 1, 2012, the Issuers may redeem the Securities. On and after May 15Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeprior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: Year Percentage 2012 106.000 % 2013 103.000 % 2014 and thereafter 100.000 % In addition, prior to December 1, 2012, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption date (price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, if redeemed during with the 12-month period commencing on May 15 net proceeds of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions Equity Offerings of the Issuers or any direct or indirect parent of the Issuers to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not the extent such net proceeds are contributed to exceed 35the Issuers; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Securities (which includes Additional SecuritiesIndenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. At any time prior to the final maturity date of the Notes, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any) issued prior , to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%but excluding the Redemption Date, plus accrued and unpaid interest to the redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption date), amount) set forth below plus accrued interest and unpaid interest, and Additional Amounts, if any, thereon (each, a “Redemption Price”) thereon, to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and, in addition to such publication, mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth belowbelow and in Section 6, the Issuer shall not be entitled to redeem the Securities. On The Notes will be redeemable, in whole or in part, at the Issuer’s option at any time, upon at least 30 days’ and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest notice to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Holders, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities plus the Applicable Premium as ofsuch Notes, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points (the greater of (1) and unpaid (2), the “Optional Redemption Premium”), plus in each case, accrued interest to, thereon to (but not including) the date of redemption. Notice of optional redemption pursuant to this Section 5 will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (subject or portions thereof) to the right of Holders of record be redeemed on the relevant record redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to receive interest due accrue on the relevant interest payment date)such Securities (or such portions thereof) called for redemption.

Optional Redemption. Except as set forth below, the Issuer shall Securities will not be entitled redeemable at the option of the Company prior to redeem the SecuritiesJuly 15, 2003. On and after May 15, 2017such date, the Issuer shall Securities will be entitled redeemable, at its option to redeem all the Company's option, in whole or a portion of the Securities in part, at any time upon not less than 30 nor more than 60 days’ noticedays prior notice mailed by first-class mail to each holder's registered address, at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date): If redeemed during the 12-month period commencing on July 15 of the years set forth below: PERIOD REDEMPTION PRICE 2003 105.375% 2004 103.583% 2005 101.792% 2006 and thereafter 100.000% In addition, at any time and from time to time prior to July 15, 2001, the Company may redeem in the aggregate up to 35% of the original principal amount of the Securities with the proceeds of one or more Equity Offerings received by, or invested in, the Company so long as there is a Public Market at the time of such redemption, at a redemption price (expressed as a percentage of principal amount) of 110.75% plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); PROVIDED, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionHOWEVER, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 65% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offeringsredemption; provided, howeverPROVIDED FURTHER, that (1) at least 65% each such redemption occurs within 90 days of the date of closing of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after Equity Offering. Upon the occurrence of a CHANGE OF CONTROL, unless the Company shall have exercised its right to redeem the Securities as described in SECTION 5.1 of the Indenture, each such redemption (with Securities held, directly Holder will have the right to require the Company to repurchase all or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes any part of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Holder's Securities at a redemption purchase price in cash equal to 100101% of the principal amount thereof plus accrued and unpaid interest, if any, to the CHANGE OF CONTROL PAYMENT DATE. In the case of any partial redemption, selection of the Securities plus for redemption will be made by the Applicable Premium Trustee on a pro rata basis, by lot or by such other method as ofthe Trustee in its sole discretion shall deem to be fair and appropriate, and accrued and unpaid interest toalthough no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption date (subject relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the right unredeemed portion thereof will be issued in the name of Holders the holder thereof upon cancellation of record on the relevant record date to receive interest due on the relevant interest payment date)original Security.

Optional Redemption. Except as set forth belowAt any time prior to the end of the Non-Call Period, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may on any one or more occasions redeem all or a portion part of the Securities, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at times the redemption prices (expressed in percentages of principal amount on the redemption date)Applicable Premium as of, plus and accrued interest and unpaid interest, if any, to the redemption date (of redemption, subject to the right rights of Holders holders of record Securities on the relevant record date to receive interest due on the relevant interest payment date. Except pursuant to this Section 5 or Sections 4.09(h), if redeemed during the 12-month period commencing on May 15 4.18(h) or 4.19 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionIndenture, the Securities will not be redeemable at any time the Company’s option prior to May 15, 2017the end of the Non-Call Periods. On or after the Non-Call Period, the Issuer shall be entitled at its option Company may on any one or more occasions to redeem Securities (which includes Additional all or a part of the Securities, if any) upon notice as provided in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Indenture, at the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price prices (expressed as a percentage percentages of principal amount) of 106.875%set forth below, plus accrued and unpaid interest interest, if any, on the Securities redeemed, to the redemption applicable date (of redemption, if redeemed during any twelve-month period beginning on the date following the expiration of the Non-Call Period, subject to the right rights of Holders holders of record Securities on the relevant record date to receive interest due on the relevant interest payment date): Year Following Expiration of the Non-Call Period Redemption Price Year 1 106.000 % Year 2 103.000 % Year 3 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, with interest will cease to accrue on the Securities or portions thereof called for redemption on the applicable redemption date. If the optional redemption date is on or after an amount not to exceed interest record date and on or before the net cash proceeds from one or more Equity Offerings; providedrelated interest payment date, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional the accrued and unpaid interest on the Securities, if any) remains outstanding immediately after , will be paid to the occurrence Person in whose name the Security is registered at the close of each business on such record date, and no additional interest will be payable to holders whose Securities will be subject to redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) Company. The Company shall cause notice of such redemption has been given within 90 to be mailed by first class mail (or, in the case of Global Securities, based on a method as DTC may require) at least 30 but not more than 60 days after before the redemption date to each holder of the related Equity Offering. Prior Securities to May 15, 2017, the Issuer shall be entitled redeemed at its option registered address, except that redemption notices may be mailed more than 60 days prior to redeem all or a portion redemption date if the notice is issued in connection with a defeasance of the Securities at or a redemption price equal to 100% satisfaction and discharge of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)this Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2008 104.688% 2018 103.438 2009 103.125% 2019 101.719 2010 101.563% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 109.375% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the second paragraph of this Paragraph 5, the Issuer OPTI shall not be entitled have the option to redeem the Securities. On and after May Notes prior to December 15, 20172010. Thereafter, OPTI shall have the Issuer shall be entitled at its option to redeem all the Notes, in whole or a portion of the Securities in part, on any one or more occasions upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May December 15 of the years set forth indicated below: Period Redemption Price 2017 105.156 Year Percentage 2010 104.125 % 2018 103.438 2011 102.063 % 2019 101.719 % 2020 2012 and thereafter 100.000 % In additionNotwithstanding the provisions of the first paragraph of this Paragraph 5, at any time prior to May December 15, 20172009, the Issuer shall be entitled at its option OPTI may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior to such date Indenture at a redemption price (expressed as a percentage equal to 108.250% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) the Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly excluding Notes held by OPTI or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes any of such calculation); OPTI’s Subsidiaries) and (2) notice such redemption occurs within 60 days of the date of the closing of such redemption has been given within 90 days Equity Offering. In addition, if OPTI becomes obligated to pay any Additional Amounts as a result of a change in the laws or regulations of Canada or any Canadian taxing authority, or a change in any official position regarding the application or interpretation thereof, which is publicly announced or becomes effective on or after the date of the related Equity OfferingIndenture and such Additional Amounts cannot be avoided by the use of reasonable measures available to OPTI, including the making of such payment by OPTI or another Guarantor, then OPTI may, at its option, redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date. Prior At any time prior to May December 15, 20172010, the Issuer shall be entitled at its option to OPTI may redeem all or a portion part of the Securities Notes at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest tointerest, the redemption date (subject if any, to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment applicable redemption date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesFebruary 1, 2009. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in percentages as a percentage of aggregate principal amount on the redemption dateat maturity thereof), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2009 104.500% 2018 103.438 2010 103.000% 2019 101.719 -5- YEAR REDEMPTION PRICE ---- ---------------- 2011 101.500% 2020 2012 and thereafter 100.000 100.000% In addition, prior to February 1, 2009, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2017at a redemption price equal to 100% of the Accreted Value of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the Issuer shall be entitled at its option applicable redemption date (subject to the right of the Holders of record on one or more occasions the relevant record date to redeem Securities (which includes Additional Securitiesreceive interest, if any) , due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2007, the Issuers may redeem in an the aggregate principal amount not up to exceed 35% of the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities), if anywith the net cash proceeds of one or more Equity Offerings (1) issued prior by Nalco Finance LLC or (2) by any direct or indirect parent of Nalco Finance LLC, in each case, to such date the extent the net cash proceeds thereof are contributed to the common equity capital of Nalco Finance LLC or used to purchase Capital Stock (other than Disqualified Stock) of Nalco Finance LLC from it, at a redemption price (expressed as a percentage of principal amount) 109.000% of 106.875%, plus accrued and unpaid interest to the Accreted Value thereof at the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of provided, further, that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May February 15, 20172008. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May February 15 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2008 105.875% 2018 103.438 2009 103.917% 2019 101.719 2010 101.958% 2020 2011 and thereafter 100.000 100.000% In addition, at any time and from time to time prior to May February 15, 20172006, the Issuer shall be entitled at its option on one or more occasions Company may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (i) by the Company or (ii) by TRW Automotive Holdings or TRW Automotive Intermediate Holdings, if anyin each case, to the extent the net cash proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) issued prior to such date of the Company from it, at a redemption price (expressed as a percentage equal to 111.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) after giving effect to any such redemption, at least 65% of such the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of redemption. Any such redemption has been given shall be made within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesFebruary 1, 2009. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in percentages as a percentage of aggregate principal amount on the redemption dateat maturity thereof), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1 of the years set forth below: Period Redemption Price 2017 105.156 YEAR REDEMPTION PRICE ---- ---------------- 2009 104.500% 2018 103.438 2010 103.000% 2019 101.719 2011 101.500% 2020 2012 and thereafter 100.000 100.000% In addition, prior to February 1, 2009, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed equal to 100% of the Accreted Value of the Securities redeemed plus the Applicable Premium as a percentage of principal amount) of 106.875%of, plus and accrued and unpaid interest to interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest, if any, due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2007, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount at maturity of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by Nalco Finance LLC or (2) by any direct or indirect parent of Nalco Finance LLC, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of Nalco Finance LLC or used to purchase Capital Stock (other than Disqualified Stock) of Nalco Finance LLC from it, at a redemption price of 109.000% of the Accreted Value thereof at the redemption (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the original aggregate principal amount at maturity of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of provided, further, that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth belowOn or after January 31, 2010, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of principal amount on the redemption dateamount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, thereon (each, a “Redemption Price”), plus accrued interest to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 January 31 of the years set forth indicated below: Period Year Redemption Price 2017 105.156 2010 103.875 % 2018 103.438 2011 102.583 % 2019 101.719 2012 101.212 % 2020 2013 and thereafter 100.000 % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and, in addition to such publication, mail such notice to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar. In addition, at any time prior to May 15January 31, 20172008, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes issued under the Securities (which includes Additional Securities, if any) issued prior Indenture with the net cash proceeds of sales of Capital Stock of the Company or a capital contribution to such date the Company’s common equity made with the net cash proceeds of sales of Capital Stock of the Company’s direct or indirect parent at a redemption price (expressed as a percentage of 107.75% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, (each a “Redemption Price”), to the date fixed by the Company for redemption date (a “Redemption Date”) (subject to the right of Holders of record of Definitive Notes on the relevant record date Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains Notes issued under the Indenture remain outstanding immediately after the occurrence of each any such redemption (with Securities heldexcluding Notes, directly or indirectlyas applicable, held by the Issuer or Company and its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice the redemption must occur within 60 days of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, closing of such offering or the Issuer shall be entitled at its option to redeem all or a portion making of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such capital contribution.

Optional Redemption. Except as set forth belowAt any time prior to February 15, 2023, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). On and after February 15, 2023, the Issuer may redeem the Notes, in whole or in part, at the following redemption date prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: Year Percentage 2023 103.063 % 2024 101.531 % 2025 and thereafter 100.000 % In addition, until February 15, 2023, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date)thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Section 3.07 of the Indenture.

Optional Redemption. Except as set forth below, the Issuer Issuers shall not be entitled to redeem the SecuritiesNotes. On and after May 15April 1, 20172015, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 April 1 of the years set forth below: Period Redemption Price 2015 104.000 % 2016 102.667 % 2017 105.156 101.333 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15April 1, 20172013, the Issuer Issuers shall be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875108%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Issuers or its Affiliates being deemed to be not outstanding for purposes of such calculationtheir Affiliates); and (2) notice of each such redemption has been given occurs within 90 180 days after the date of the related Qualified Equity Offering. Prior to May 15April 1, 20172015, the Issuer Issuers shall be entitled at its their option to redeem all or a portion of the Securities Notes (which includes Additional Notes, if any) at a redemption price equal to the sum of 100% of the principal amount of the Securities Notes (which includes Additional Notes, if any) plus the Applicable Premium applicable Make-Whole Amount (as ofdefined in the Indenture) as of the redemption date, if any, and accrued and unpaid interest to, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth belowThe Securities will be subject to redemption, in whole or in part, at any time or from time to time, at the Issuer shall not option of the Corporation on at least 30 days’ prior notice by mail at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be entitled redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to redeem the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 62.5 basis points of the Securities, plus in each case accrued and unpaid interest to the date of redemption. On and after May 15the date of redemption, 2017interest will cease to accrue on the Securities or portions of Securities called for redemption on such date. The Securities may be redeemed in part but only in integral multiples of US$1,000. The Securities may be redeemed, at the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon Corporation, at any time as a whole but not in part, on not less than 30 nor more than 60 days’ notice, at 100% of the redemption prices (expressed in percentages of principal amount on the redemption date)thereof, plus accrued and unpaid interest (if any) to the date of redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during in the 12-month period commencing event the Corporation has become or would become obligated to pay, on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at next date on which any time prior amount would be payable with respect to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anyany Additional Amounts with respect to the Securities as a result of a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or any change in an aggregate principal amount not or amendment to exceed 35% any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after July 26, 1996. Any notice to the aggregate principal amount Holders of the Securities (which includes Additional Securities, if any) issued prior to of such date at a redemption need not set forth the redemption price (expressed of such Securities but need only set forth the calculation thereof as a percentage described in the first paragraph of principal amount) of 106.875%this section entitled “Optional Redemption”. The redemption price, plus accrued and unpaid interest calculated as aforesaid, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesAugust 1, 2012. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 August 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2012 105.125 % 2018 103.438 2013 102.563 % 2019 101.719 % 2020 2014 and thereafter 100.000 % In addition, at any time prior to May 15August 1, 20172012, the Issuer shall be entitled Company may redeem the Securities at its option on one option, in whole at any time or in part from time to time, upon not less than 30 nor more occasions than 60 days’ prior notice, at a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time and from time to time prior to August 1, 2012, but not more than once in any twelve-month period, the Company may redeem up to 10% of the original aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875103%, plus accrued and unpaid interest interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, with an amount not at any time and from time to exceed the net cash proceeds from one time on or more Equity Offerings; providedprior to August 1, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 20172012, the Issuer shall be entitled at its option Company may redeem in the aggregate up to redeem all or a portion of the Securities at a redemption price equal to 10035% of the original aggregate principal amount of the Securities plus (calculated after giving effect to any issuance of Additional Securities) with the Applicable Premium net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as ofa percentage of the principal amount thereof) equal to 110.25% plus, and accrued and unpaid interest tointerest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

Optional Redemption. Except as set forth below, i. The Partnership shall have the Issuer shall not be entitled right to redeem the Securities. On Series 13 Units (i) at any time, and from time to time, on or after May October 15, 20172025, in whole or in part, (ii) prior to October 15, 2025, if BIP redeems the Issuer shall be entitled at its option BIP Series 13 Units pursuant to redeem all a BIP Series 13 Ratings Event, in whole but not in part or (iii) if BIP redeems the BIP Series 13 Units following a portion of the Securities upon not less than 30 nor more than 60 days’ noticeBIP Series 13 Change in Tax Law where, at the redemption prices (expressed in percentages of principal amount BIP’s reasonable determination, a substantial probability that BIP or any BIP Series 13 Successor Entity would become obligated to pay any BIP Series 13 Additional Amounts on the redemption date), plus accrued interest next succeeding distribution payment date with respect to the redemption date (subject BIP Series 13 Units and the payment of those BIP Series 13 Additional Amounts cannot be avoided by the use of any reasonable measures available to the right BIP or any BIP Series 13 Successor Entity, in whole but not in part, using any source of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to funds legally available for such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each purpose. Any such redemption (with Securities held, directly or indirectly, shall occur on a date set by the Issuer or its Affiliates being deemed Managing General Partner (the “Series 13 Redemption Date”). The Partnership shall effect any such redemption by paying cash for each Series 13 Unit to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price redeemed equal to 100% (in the case of a redemption described in clauses (i) and (iii) of this Section 2(B)(d)(i) to this Part XIV of Schedule A), or 102% (in the case of a redemption described in clause (ii) of this Section 2(B)(d)(i) to this Part XIV of Schedule A), of the principal Series 13 Liquidation Preference for such Series 13 Unit on such Series 13 Redemption Date plus an amount of equal to all unpaid Series 13 Distributions thereon from the Securities plus the Applicable Premium as of, and accrued and unpaid interest Series 13 Original Issue Date to, but excluding, the redemption date Series 13 Redemption Date (subject whether or not such distributions shall have been declared) (the “Series 13 Redemption Price”). The Series 13 Redemption Price shall be paid by the Partnership to the right of Series 13 Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Series 13 Redemption Date.

Optional Redemption. Except as set forth below, the Issuer shall Company will not be entitled to redeem the Securities. On and after May March 15, 20172007, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May March 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2007 105.375% 2018 103.438 2008 102.688% 2019 101.719 % 2020 2009 and thereafter 100.000 100.000% In addition, at any time prior to May March 15, 20172006, the Issuer shall Company will be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875110.75%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Equity Offering. Prior to May March 15, 20172007, the Issuer shall be entitled Company may at its option to redeem all or a portion all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesSecurities at its option prior to December 15, 2006. On and after May December 15, 20172006, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period Redemption ------ Price 2017 105.156 ---------- 2006 105.000% 2018 103.438 2007 103.333% 2019 101.719 2008 101.667% 2020 and thereafter 100.000 2009 100.000% 2010 100.000% In addition, at any time prior to May December 15, 20172004, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875110.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Qualified Equity Offerings; providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior Pending the application of the Net Cash Proceeds of any Qualified Equity Offering to May redeem Securities in accordance with the provisions of this paragraph, Parent or its Restricted Subsidiaries may temporarily repay Senior Indebtedness of the Company or any Domestic Guarantor with those Net Cash Proceeds. The Company shall be entitled, at its option, at any time as a whole prior to December 15, 20172006, the Issuer shall be entitled at its option to redeem all or a portion of the Securities (which includes the Additional Securities, if any) at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as sum of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).:

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. (a) On and after May 15April 1, 2017, 2023 the Issuer shall be entitled at its option to Issuers may redeem all or a portion or, from time to time, part of the Securities Notes, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed in percentages as a percentage of the principal amount amount) plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of the Holders of record on the redemption relevant record date to receive interest due on the relevant interest payment date), plus accrued if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Year Redemption Price 2023 103.750 % 2024 101.875 % 2025 101.250 % 2026 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or the portion thereof called for redemption on the applicable redemption date. Any such redemption and notice may, in the Issuers’ discretion, be subject to the redemption satisfaction of one or more conditions precedent. In connection with any tender offer or other offer to purchase for all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ notice following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (other than any incentive payment for early tenders), plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during . In determining whether the 12-month period commencing on May 15 Holders of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 90% of the aggregate principal amount of the Securities (which includes Additional Securitiesthen outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase for all of the Notes, if any) issued prior to such date at a redemption price (expressed as a percentage applicable, Notes owned by an Affiliate of principal amount) the Issuers or by funds controlled or managed by any Affiliate of 106.875%the Issuers, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)or any successor thereof, with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being shall be deemed to be not outstanding for the purposes of any such calculation); tender offer or other offer, as applicable. If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and (2) notice of no interest shall accrue on any amount that would have been otherwise payable on such redemption has been given within 90 days after date if it were a Business Day for the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)intervening period.

Optional Redemption. Except as set forth belowUnless otherwise provided in the applicable Terms Supplement, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Xxxxxxx Mac may at its option to redeem all or the outstanding Classes of REMIC CertiÑcates of each Series (or, in the case of a portion Double-Tier Series, the outstanding Lower-Tier Classes of the Securities any Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 nor or more than 60 days’ ' notice, at on any Payment Date when the redemption prices (expressed in percentages of aggregate outstanding principal amount of such Classes, after giving eÅect to principal payments to be made on the redemption date)such Payment Date, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall would be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35less than 1% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a Classes. Any optional redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the unpaid principal amount of the Securities Classes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest tofor the Accrual Period relating to the applicable Payment Date. In order to eÅect an optional redemption, Xxxxxxx Mac shall adopt a plan of complete liquidation meeting the requirements of a ""qualiÑed liquidation'' under Section 860F(a)(4) of the Code. Pursuant to the plan, Xxxxxxx Mac shall liquidate all of the Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by Xxxxxxx Mac, and apply the net proceeds of such liquidation (together with funds contributed by Xxxxxxx Mac if the net proceeds are insuÇcient) to pay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption date price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest on the outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Assets in the REMIC Pool (subject or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of liquidation expenses, shall be distributed pro rata to the right of Holders of record on the relevant record date related Residual Class upon surrender of their CertiÑcates to receive interest due on the relevant interest payment date)Registrar. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC CertiÑcates. All decisions as to the making of an optional redemption, including the timing of any optional redemption, shall be at Xxxxxxx Mac's sole discretion. Xxxxxxx Mac shall be under no obligation to any Holder to make or not make an optional redemption, even if it would be in such Holder's interest.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the Securities. On and after May June 15, 20172019. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at the following redemption prices (expressed in percentages as a percentage of principal amount amount), plus accrued and unpaid interest to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the 12-month period commencing on June 15 of the years set forth below: Year Redemption Price 2019 104.969 % 2020 103.313 % 2021 101.656 % 2022 and thereafter 100.000 % In addition, at any time prior to June 15, 2019, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to June 15, 2019, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 106.625% plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 50% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities, if any) issued prior to must remain outstanding after each such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued redemption; and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, howeverfurther, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given shall occur within 90 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed or otherwise in accordance with the procedures of the related Equity OfferingDepository and otherwise in accordance with the procedures set forth in the Indenture. Prior In addition, if such redemption is subject to May 15satisfaction of one or more conditions precedent, 2017, the Issuer such notice of redemption shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofdescribe each such condition, and accrued and unpaid interest toif applicable, shall state that, in the Issuers’ discretion, the redemption date (subject may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. Notice of any redemption in respect of an Equity Offering may be given prior to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)completion thereof.

Optional Redemption. Except as set forth belowOn or after August 15, the Issuer shall not be entitled to 2016, we may redeem the Securities. On and after May 15Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12twelve-month period commencing beginning on May August 15 of the years set forth indicated below: Period Redemption Price Year Percentage 2016 106.000 % 2017 105.156 104.000 % 2018 103.438 102.000 % 2019 101.719 % 2020 and thereafter 100.000 % In additionNotwithstanding the foregoing, at any time on or prior to May August 15, 20172016, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes theretofore issued prior to such date under this Indenture at a redemption price (expressed as a percentage Redemption Price equal to 108.000% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, if any, thereon to the redemption date Redemption Date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, provided that (1i) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) remains the Notes originally issued under this Indenture remain outstanding immediately after the occurrence of following each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2ii) notice of such redemption has been given shall occur within 90 days after of the date closing of any such Equity Offering. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any redemption of Notes at the Company’s option may, if so provided in the applicable redemption notice, be made subject to the satisfaction of one or more conditions precedent including, but not limited to, completion of the related Equity Offering. Prior In addition, at any time prior to May August 15, 20172016, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes at a redemption price Redemption Price equal to the sum of (i) 100% of the principal amount of the Securities thereof, plus (ii) the Applicable Premium as ofof the date of redemption, and plus (iii) accrued and unpaid interest tointerest, if any, to the redemption date (of redemption, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesSecurities at its option prior to December 15, 2006. On and after May December 15, 20172006, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period PERIOD Redemption Price 2017 105.156 ------ PRICE ---------- 2006 105.000% 2018 103.438 2007 103.333% 2019 101.719 2008 101.667% 2020 and thereafter 100.000 2009 100.000% 2010 100.000% In addition, at any time prior to May December 15, 20172004, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such the redemption date at a redemption price (expressed as a percentage of principal amount) of 106.875110.00%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; providedPROVIDED, howeverHOWEVER, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior Pending the application of the Net Cash Proceeds of any Qualified Equity Offering to May redeem Securities in accordance with the provisions of this paragraph, Parent or its Restricted Subsidiaries may temporarily repay Senior Indebtedness of the Company or any Domestic Guarantor with those Net Cash Proceeds. The Company shall be entitled, at its option, at any time as a whole prior to December 15, 20172006, the Issuer shall be entitled at its option to redeem all or a portion of the Securities (which includes the Additional Securities, if any) at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as sum of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).:

Optional Redemption. Except as set forth belowherein, the Issuer shall will not be entitled to redeem the SecuritiesNotes. On and after May 15January 31, 20172020, the Issuer shall will be entitled at its option to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of DTC, at the redemption prices (expressed in percentages of principal amount thereof on the redemption date)) set forth below, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record Interest Record Date falling on or prior to the date of redemption to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on May 15 of January 31 in the years set forth below: Period Year Redemption Price 2017 105.156 2020 104.625 % 2018 103.438 % 2019 101.719 % 2020 2021 and thereafter 100.000 % In additionPrior to January 31, 2020, the Issuer will be entitled at any its option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice delivered to each Holder by mail or in accordance with the applicable procedures of DTC at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Holders on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date. Any time prior to May 15January 31, 20172020, the Issuer shall will be entitled at its option on one or more occasions to redeem Securities the Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof on the date of redemption) of 106.875109.250%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity OfferingsOfferings by the Parent Guarantor; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).that:

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May Notes prior to March 15, 20172019. At any time prior to March 15, 2019, the Issuer shall be entitled Company may, at its option to option, redeem all or a portion part of the Securities upon Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not less than 30 nor more than 60 days’ noticeincluding, the Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date). On or after March 15, 2019, the Company may, at its option, redeem all or a part of the Notes, at the redemption prices (expressed in percentages of principal amount on the Redemption Date) set forth below plus accrued interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: Year Redemption Price 2019 102.688% 2020 101.792% 2021 100.896% 2022 and thereafter 100.000% In addition, at any time prior to March 15, 2017, the Company may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption date)price of 105.375% of the principal amount thereof, plus accrued and unpaid interest to to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from Net Cash Proceeds of one or more Equity Offerings; provided, however, provided that (1) at least 65% of such the original aggregate principal amount of Securities the Notes issued under the Indenture (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) remains outstanding immediately after the occurrence of each giving effect to such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of any such redemption has been given must be made within 90 days after the date closing of the related such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as stated below, the Issuer may not redeem the Notes. The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after April 1, 2017, at the following redemption prices, expressed as percentages of the principal amount thereof, if redeemed during the twelve-month period commencing on April 1 of any year set forth below, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption: Year Percentage 2017 102.625 % 2018 101.313 % 2019 and thereafter 100.000 % provided, however, that the Issuer shall not be entitled have the right to redeem exercise any such optional redemption at any time when the SecuritiesIssuer is prohibited from having such an option under the Facilities Agreement. On and after May 15Prior to April 1, 2017, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities upon not less than 30 nor more than 60 days’ noticeNotes, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionwhole or in part, at any time or from time to time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Bund Rate (as defined below) plus the Applicable Premium as of50 basis points, and plus, in each case any accrued and unpaid interest toon the principal amount of the Notes, the redemption date (subject if any, to the date of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Facilities Agreement.

Optional Redemption. Except as set forth stated below, the Issuer shall may not be entitled to redeem the SecuritiesNotes. On The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after May 15March 25, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice2016, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)thereof, if redeemed during the 12twelve-month period commencing on May 15 March 25 of the years any year set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 , plus any accrued and thereafter 100.000 % In addition, at any time prior to May 15, 2017, unpaid interest on the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest Notes to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; redemption: Year Percentage 2016 102.938 % 2017 101.469 % 2018 and thereafter 100.00 % provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed shall not have the right to be not outstanding for purposes of exercise any such calculation); and (2) notice of optional redemption at any time when the Issuer is prohibited from having such redemption has been given within 90 days after an option under the date of the related Equity OfferingFacilities Agreement. Prior to May 15March 25, 20172016, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus the Applicable Premium as of75 basis points, and plus, in each case, any accrued and unpaid interest to, on the redemption date (subject principal amount of the Notes to the date of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Facilities Agreement.

Optional Redemption. Except as Subject to the notice period and provisions set forth belowin Sections 11.02 and 11.04 of the Base Indenture and in Section 2.17 of this Third Supplemental Indenture, and to the conditions set forth in Section 11.10 of the Base Indenture, the Issuer shall not be entitled to redeem Company may redeem, at its option (A) the Securities. On and Fixed-to-Floating Rate Securities at any time outstanding, in whole or in part, at any time on or after May 15, 20172019 (six months following the Issue Date and, if any additional Fixed-to-Floating Rate Securities are issued after the Issuer shall be entitled at its option Issue Date, except for the period of six months beginning on the issue date for any additional Fixed-to-Floating Rate Securities) to redeem all or a portion of (but excluding) the Securities upon not less than 30 nor more than 60 days’ noticeFixed-to-Floating Rate Par Redemption Date, at the redemption prices (expressed in percentages of principal an amount on the redemption date), plus accrued interest equal to the redemption date higher of (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anyi) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Fixed-to-Floating Rate Securities plus to be redeemed and (ii) as determined by the Applicable Premium as of, and accrued and unpaid interest toDetermination Agent, the redemption date sum of the present values of the principal (subject discounted from the Fixed-to-Floating Rate Par Redemption Date) and remaining payments of interest to be made on any scheduled Fixed Rate Interest Payment Date to the right of Holders of record Fixed-to-Floating Rate Par Redemption Date on the relevant record date Fixed-to-Floating Rate Securities to receive interest due be redeemed (not including accrued but unpaid interest, if any, on the relevant interest payment dateprincipal amount of the Fixed-to-Floating Rate Securities) discounted to the applicable Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points together with, in either case of (i) or (ii) above, accrued but unpaid interest, if any, on the principal amount of the Fixed-to-Floating Rate Securities to be redeemed to (but excluding) the Redemption Date (the “Make-Whole Redemption”) and/or (B) the Fixed-to-Floating Rate Securities and/or Floating Rate Securities then outstanding, in whole of such series but not in part, on the Fixed-to-Floating Rate Par Redemption Date for the Fixed-to-Floating Rate Securities and on February 15, 2022 for the Floating Rate Securities, at an amount equal to 100% of their principal amount together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the respective Redemption Date (the “Par Redemption”).

Optional Redemption. Except as set forth belowAt any time, or from time to time, prior to March 1, 2025 (the “Par Call Date”), the Issuer shall not be entitled to Company may, at its option, redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all Notes in whole or a portion of the Securities in part upon not less than 30 10 nor more than 60 days’ noticeprior notice delivered electronically to each Holder or mailed by first-class mail, at postage prepaid, to each Holder of the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest Notes to the redemption date (subject address of such Holder appearing in the Note Register, in each case with a copy to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Trustee, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed, plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest to, but excluding, the date of redemption date (the “Redemption Date”) (subject to the right rights of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment datedate falling on or prior to the applicable Redemption Date). At any time on or after the Par Call Date, the Company may, at its option, redeem the Notes in whole or in part upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date. In addition, prior to June 1, 2022, the Company may on one or more occasions, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to each Holder to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 107.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date), with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 50% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Optional Redemption. Except as set forth belowAt any time prior to March 22, 2027, the Issuer shall not Securities may be entitled redeemed, in whole or from time to redeem time in part, at a Redemption Price equal to the Securities. On and after May 15, 2017, sum of (A) 100.0% of the Issuer shall be entitled at its option to redeem all or a portion principal amount of the Securities upon not less than 30 nor more than 60 days’ noticeredeemed, at plus (B) the Make-Whole Premium as of the date of redemption, plus (C) accrued and unpaid interest, if any thereon, to, but excluding, the date of the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date). At any time on or after March 22, if redeemed during 2027, the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionSecurities may be redeemed, in whole or from time to time in part, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities Redemption Prices (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% expressed as percentages of the aggregate principal amount of the Securities (which includes Additional Securities, if anyto be redeemed) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%set forth in the table below, plus accrued and unpaid interest to interest, if any, thereon to, but excluding, the redemption date Redemption Date (subject to the right of Holders of record Record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not during the twelve-month period beginning on March 22 of each of the years indicated below: Year Percentage 2027 105.375 % 2028 102.688 % 2029 100.000 % Any redemption described above or notice thereof may, at the Issuer’s discretion, be subject to exceed the net cash proceeds from one or more Equity Offerings; providedconditions precedent, howeverincluding, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be but not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest limited to, the completion of a corporate transaction or other event. If any redemption date (is so subject to the right satisfaction of Holders one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and any notice with respect to such redemption may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed or such notice or offer may be rescinded at any time in the Issuer’s discretion if the Issuer reasonably believes that any or all of record on the relevant record date to receive interest due on the relevant interest payment date)such conditions will not be satisfied or waived.

Optional Redemption. Except as set forth belowPrior to March 31, the Issuer 2008, this Security shall not be entitled to redeem the Securitiesredeemable. On and or after May 15March 31, 20172008, the Issuer shall be entitled Company may, at its option option, redeem this Security if the Closing Price of the Common Stock exceeds 175% of the Conversion Price for at least 20 Trading Days in any 30 consecutive Trading Day period, including the last day of the period ending on the Trading Day prior to redeem all or a portion the date the Company delivers the Redemption Notice, appropriately adjusted to take into account the occurrence, during such 30 Trading Day period, of any event described in Sections 4.6 and 4.11 of the Indenture and (ii) on the date that the Company delivers such Redemption Notice through the Redemption Date, the Common Stock issuable upon conversion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that is either (1) at least 65% covered by a registration statement covering resales thereof that is effective and available for use and is expected to remain effective and available for use for the 30 days following the date of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly Redemption Notice or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior eligible to May 15, 2017, the Issuer shall be entitled at its option resold by non-affiliates pursuant to redeem all or a portion of Rule 144(k) under the Securities Act,, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities being redeemed, in each case for cash in whole, or from time to time in part (which must be equal to $1,000 or any integral multiple thereof), plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date (subject Redemption Date, plus the Coupon Make-Whole Payment; provided that if the Redemption Date falls after a Regular Record Date and on or before an Interest Payment Date, then the interest will be payable to the right Holder in whose names this Security is registered at the close of Holders business on such Regular Record Date. Securities or portions of record this Security called for redemption may be converted by the Holder in accordance with the provisions of Article 4 of the Indenture until the close of business on the relevant record date Business Day prior to receive interest due on the relevant interest payment date)Redemption Date.

Optional Redemption. Except as set forth belowin the next paragraph, the Issuer shall Securities may not be entitled redeemed prior to redeem the SecuritiesOctober 1, 2003. On and after May 15, 2017that date, the Issuer shall be entitled at its option to Company may redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, in whole at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount on the redemption dateamount), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant related interest payment date)): if redeemed during the 12-month period beginning October 1, with an amount not Period Percentage ------ ---------- 2003................................. 106.250% 2004................................. 104.167% 2005................................. 102.083% 2006 and thereafter.................. 100.000% In addition, at any time prior to exceed October 1, 2001, the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65Company may redeem up to 35% of such the aggregate principal amount of Securities issued under the Indenture (which includes Additional Securities, if any) remains outstanding immediately including any additional Securities issued after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed Issue Date pursuant to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date Section 2.13 of the related Indenture) with the proceeds of one or more Equity Offering. Prior to May 15Offerings (provided that if the Equity Offering is an offering by Holdings, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company) following which there is a Public Market, at any time or from time to time, at a redemption price equal to 100(expressed as a percentage of principal amount) of 112.5% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date)dates; provided, however, that (i) at least 65% of the aggregate principal amount of the Securities issued under the Indenture remains outstanding after each such redemption and (ii) such redemption shall occur within 60 days of such Equity Offering. In the case of any partial redemption, selection of Securities for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Security of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancelation of the original Securities.

Optional Redemption. Except as set forth below, the The Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a any portion of the Securities Securities, on and after August 15, 2012, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), amount) if redeemed during the 12twelve-month period commencing on May August 15 of the years set forth below, plus, in each case, accrued and unpaid interest, if any, to the date of redemption: Period Redemption Price 2017 105.156 Year Percentage 2012 103.813 % 2018 103.438 2013 101.906 % 2019 101.719 % 2020 2014 and thereafter 100.000 % In additionAt any time, at any or from time to time, prior to May August 15, 20172012, the Issuer shall be entitled may, at its option on option, use the Net Cash Proceeds of one or more occasions Equity Offerings to redeem up to 35% in aggregate principal amount of the Securities (which includes Additional Securitiesoriginally issued under the Indenture at a Redemption Price equal to 107.625% of the principal amount thereof plus accrued and unpaid interest thereon, if any) in an aggregate principal amount not , to exceed 35% of the Redemption Date; provided, however, that after any such redemption the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) outstanding must equal at least 65% of such the aggregate principal amount of the Securities (which includes Additional Securitiesoriginally issued under the Indenture. In order to effect the foregoing redemption with the net cash proceeds of any Equity Offering, if any) remains outstanding immediately after the occurrence of each Issuer shall make such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within more than 90 days after the date consummation of the related such Equity Offering. Prior At any time prior to May August 15, 20172012, the Issuer shall be entitled at its option to may, on one or more occasions, redeem all or a any portion of the Securities Securities, upon not less than 30 nor more than 60 days’ notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities redeemed, plus the Applicable Premium as ofof the date of redemption, and including accrued and unpaid interest toto the redemption date. In addition, at any time and from time to time prior to August 15, 2012, but not more than once in any twelve-month period, the redemption date (subject Issuer may redeem up to 10% of the original aggregate principal amount of Securities issued under the Indenture at a Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)applicable Redemption Date.

Optional Redemption. Except as set forth stated below, the Issuer shall may not be entitled to redeem the SecuritiesNotes. On The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after May 15January 11, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice2020, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)thereof, if redeemed during the 12twelve-month period commencing on May 15 January 11 of the years any year set forth below, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption: Period Redemption Price 2017 105.156 Year Percentage January 11, 2020 102.850 % 2018 103.438 January 11, 2021 101.900 % 2019 101.719 January 11, 2022 100.950 % 2020 January 11, 2023 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed shall not have the right to be not outstanding for purposes of exercise any such calculation); and (2) notice of optional redemption at any time when the Issuer is prohibited from having such redemption has been given within 90 days after an option under the date of the related Equity OfferingFacilities Agreement. Prior to May 15January 11, 20172020, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of the redemption price of the Notes to be redeemed at January 11, 2020 (such redemption price being set forth in the table appearing above) plus each remaining scheduled payment of interest thereon during the Applicable Premium period between the redemption date and January 11, 2020 (exclusive of interest accrued to the date of redemption), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as ofdefined below) plus 50 basis points, and plus, in each case any accrued and unpaid interest toon the principal amount of the Notes, the redemption date (subject if any, to the date of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Facilities Agreement.

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer shall Securities will not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May April 15, 20172006. Thereafter, the Issuer shall Securities will be entitled redeemable at its the option to redeem all or a portion of the Securities upon Company, in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateat maturity), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on May April 15 of the years set forth below: Period Year Redemption Price 2017 105.156 ---------------------------------------------------------------- 2006 105.500% 2018 103.438 2007 103.667% 2019 101.719 2008 101.833% 2020 and thereafter 100.000 2009 100.000% In addition, at any time and from time to time prior to May April 15, 20172004, the Issuer shall be entitled at its option on one or more occasions Company may redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the aggregate principal amount at maturity of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage with the proceeds of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, Offerings by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities Company at a redemption price equal to 100111.000% of the Accreted Value on the redemption date; provided, however, that, after giving effect to any such redemption at least 65% of the aggregate principal amount at maturity of the Securities remains outstanding. In addition, any such redemption shall be made within 180 days of such Equity Offering upon not less than 30 nor more than 60 days' notice mailed to each holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to April 15, 2006, the Securities may be redeemed as a whole but not in part at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 or more than 60 days' prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100.00% of the Accreted Value on the redemption date plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Premium.

Optional Redemption. Except as set forth belowAt any time prior to July 15, 2025, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to may redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ noticenotice as described in Section 1105 of the Indenture, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period a Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the redemption date Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and after July 15, 2025, the Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 1105 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: Year Percentage 2025 103.188% 2026 101.594% 2027 and thereafter 100.000% In addition, at any time prior to July 15, 2025, the Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date).thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. 126

Optional Redemption. Except as Subject to the notice period and provisions set forth belowin Sections 11.02 and 11.04 of the Base Indenture, and to the conditions set forth in Section 11.10 of the Base Indenture, the Issuer shall not be entitled to redeem the Securities. On and after May 15Company may redeem, 2017, the Issuer shall be entitled at its option to redeem all or a portion (A) any series of the Securities upon not less than 30 nor more than 60 days’ noticeFixed-to-Floating Rate Notes at any time outstanding, at the redemption prices (expressed in percentages whole or in part of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionsuch series, at any time prior to May 15on or after March 13, 2017, 2024 (six months following the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesIssue Date and, if any) any additional Fixed-to-Floating Rate Notes of any series are issued after the Issue Date, except, in an aggregate principal amount not to exceed 35% the case of such series, for the period of six months beginning on the issue date for any such additional Fixed-to-Floating Rate Notes of the aggregate principal applicable series) to (but excluding) the applicable Fixed-to-Floating Rate Notes Par Redemption Date, at an amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest equal to the redemption date higher of (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1i) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus Fixed-to-Floating Rate Notes to be redeemed and (ii) as determined by the Applicable Premium as of, and accrued and unpaid interest toDetermination Agent, the redemption date sum of the present values of the principal (subject discounted from the applicable Fixed-to-Floating Rate Notes Par Redemption Date) and remaining payments of interest to be made on any scheduled Fixed Rate Period Interest Payment Date to the right applicable Fixed-to-Floating Rate Notes Par Redemption Date for the Fixed-to-Floating Rate Notes of Holders of record such series to be redeemed (not including accrued but unpaid interest, if any, on the relevant record date principal amount of the Fixed-to-Floating Rate Notes of such series) discounted to receive interest due the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Optional Redemption Treasury Rate plus (x) 30 basis points in the case of 2027 Notes, (y) 35 basis points in the case of 2029 Notes and (z) 40 basis points in the case of 2034 Notes, together with, in either case of (i) or (ii) above, accrued but unpaid interest, if any, on the relevant interest payment dateprincipal amount of the Fixed-to-Floating Rate Notes to be redeemed to (but excluding) the Redemption Date (the “Make-Whole Redemption”); and/or (B) any series of the Securities then outstanding, in whole but not in part of such series, on the applicable Par Redemption Date, at an amount equal to 100% of their principal amount together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the Redemption Date (the “Par Redemption”).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesAugust 1, 2010. On and after May 15, 2017Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Issuers, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 August 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2010 104.563 % 2018 103.438 2011 102.281 % 2019 101.719 % 2020 2012 and thereafter 100.000 % In addition, prior to August 1, 2010, the Issuers may redeem the Securities at their option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to August 1, 2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities of a series (calculated after giving effect to any issuance of Additional Securities of a series), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100109.125% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest tointerest, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities of a series (calculated after giving effect to any issuance of Additional Securities of a series) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities of this series being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowOn or after December 15, 2012, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled 2015 Notes at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period Redemption Price 2017 105.156 2012 105.000 % 2018 103.438 2013 102.500 % 2019 101.719 % 2020 2014 and thereafter 100.000 % In addition, prior to December 15, 2012, the Issuer may redeem the 2015 Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to May 15each holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securities2015 Notes redeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to and additional interest, if any, to, the applicable redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 15, 2011, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the 2015 Notes (calculated after giving effect to any issuance of additional 2015 Notes) with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Issuer to May 15, 2017, the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer shall be entitled at its option or used to redeem all or a portion purchase Capital Stock (other than Disqualified Stock) of the Securities Issuer from it, at a redemption price equal to 100% (expressed as a percentage of the principal amount thereof) of the Securities 110.00%, plus the Applicable Premium as of, and accrued and unpaid interest toand additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the 2015 Notes (calculated after giving effect to any issuance of additional 2015 Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of 2015 Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

Optional Redemption. Except as set forth below, The Company shall have the Issuer shall not be entitled right to redeem the Securities. On and after May New Notes, in whole or in part, at its option, as follows: the 2029 Notes may be redeemed at any time prior to February 15, 20172029 and the 2034 Notes may be redeemed at any time prior to December 15, 2033 (in each case with respect to the applicable series of New Notes, the Issuer shall be entitled “Par Call Date”), upon at its option to redeem all or a portion of the Securities upon not less than 30 nor least 10 days’ but no more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of the principal amountamount and rounded to three decimal places) equal to the greater of: (i) 100% of 106.875%the principal amount of the New Notes to be redeemed, and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes to be redeemed (exclusive of interest accrued to the redemption date) to February 15, 2029 or in the case of the 2029 Notes, December 15, 2033, in the case of the 2034 Notes discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points in the case of the 2029 Notes and plus 20 basis points in the case of the 2034 Notes, less (b) interest accrued to the redemption date; plus, in each case, accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed redeemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after but excluding the date of redemption. On or after the related Equity Offering. Prior to May 15, 2017applicable Par Call Date, the Issuer Company shall be entitled have the right to redeem the New Notes, in whole or in part, at its option to redeem all or a portion of the Securities option, at a redemption price equal to 100% of the principal amount of the Securities Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest tothereon to but excluding the date of redemption. “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs. The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date (subject to based upon the right yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Holders Governors of record on the relevant record date to receive interest due on the relevant interest payment date).Federal

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May 15February 1, 20172012, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 February 1 of the years set forth below: Period Redemption Price 2017 105.156 2012 103.813 % 2018 103.438 2013 102.542 % 2019 101.719 2014 101.271 % 2020 2015 and thereafter 100.000 % In addition, at any time prior to May 15February 1, 20172010, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875107.625%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Equity Offering. Prior to May 15February 1, 20172012, the Issuer Company shall be entitled at its option to redeem some or all or a portion of the Securities at a redemption price equal to 100100.00% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth in this Section 5 and Section 6 below, the Issuer Senior Notes shall not be entitled redeemable at the option of the Issuers prior to August 15, 2015. Thereafter, the Issuers may redeem the Securities. On and after May 15Senior Notes at their option, 2017in whole or in part, the Issuer shall be entitled at its option any time or from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May August 15 of the years set forth below: . Without limiting the Issuers’ obligations under the Senior Notes Indenture, the Issuers may provide in such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. Period Redemption Price 2015 104.938 % 2016 102.469 % 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time and from time to time prior to May August 15, 20172015, the Issuer Issuers may redeem the Senior Notes at their option, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures), at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium (as calculated by the Issuers or on behalf of the Issuers by such person as the Issuers shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securitiesdesignate) as of, and accrued and unpaid interest and additional interest, if any) , to, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Without limiting the Issuers’ obligations under the Senior Notes Indenture, the Issuers may provide in an such notice that payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. Notwithstanding the foregoing, at any time and from time to time prior to August 15, 2014, the Issuers may at their option redeem in the aggregate principal amount not up to exceed 35% of the original aggregate principal amount of the Securities Senior Notes (which includes calculated after giving effect to any issuance of any Additional SecuritiesSenior Notes) with the net cash proceeds of one or more Equity Offerings (1) by BP I or (2) any direct or indirect parent of BP I, if anyin each case to the extent the net cash proceeds thereof are contributed to the common equity capital of BP I or any of its Subsidiaries or used to purchase Capital Stock (other than Disqualified Stock) issued prior to of any such date entity from it, at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875109.875%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the original aggregate principal amount of Securities the Senior Notes (which includes calculated after giving effect to any issuance of any Additional Securities, if anySenior Notes) remains remain outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided further, directly or indirectlyhowever, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Senior Notes being redeemed and otherwise in accordance with the procedures set forth in the Senior Notes Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. Prior to May 15, 2017Without limiting the Issuers’ obligations under the Senior Notes Indenture, the Issuer shall be entitled at its option to redeem all or a portion Issuers may provide in such notice that payment of the Securities at a redemption price equal to 100% and the performance of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the Issuers’ obligations with respect to such redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)may be performed by another Person.

Optional Redemption. Except as set forth described below, the Issuer shall Second-Priority Notes are not be entitled to redeemable at the Issuers’ option until December 1, 2014. From and after December 1, 2014, the Issuers may redeem the Securities. On and after May 15Second-Priority Notes, 2017in whole or in part, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeprior notice by first class mail, postage prepaid, with a copy to the Second-Priority Trustee, to each Holder of Second-Priority Notes to the address of such Holder appearing in the Second-Priority Note Register at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: Year Percentage 2014 106.000 % 2015 103.000 % 2016 and thereafter 100.000 % In addition, prior to December 1, 2013, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Second-Priority Notes issued under the Second-Priority Indenture at a redemption date (price equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, if redeemed during with the 12-month period commencing on May 15 net proceeds of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions Equity Offerings of the Issuers or any direct or indirect parent of the Issuers to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not the extent such net proceeds are contributed to exceed 35the Issuers; provided that at least 65% of the aggregate principal amount of Second-Priority Notes originally issued under the Securities (which includes Additional SecuritiesSecond-Priority Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. At any time prior to the final maturity date of the Second-Priority Notes, the Issuers may also redeem all or a part of the Second-Priority Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of Second-Priority Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any) issued prior , to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%but excluding the Redemption Date, plus accrued and unpaid interest to the redemption date (subject to the right rights of Holders of record Second-Priority Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth described below, the Issuer shall Notes are not be entitled redeemable at the Company’s option prior to redeem the SecuritiesMay 1, 2014. On and after May 15, 2017Thereafter, the Issuer shall Notes will be entitled subject to redemption at its any time at the option to redeem all or a portion of the Securities Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right rights of Holders of Notes on the relevant record date receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: Year Percentage 2014 104.875% 2015 103.250% 2016 101.625% 2017 100.000% Notwithstanding the foregoing, at any time on or prior to May 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes theretofore issued under this Indenture at a Redemption Price equal to 106.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon, to the Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during with the 12-month period commencing on May 15 net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 aggregate principal amount of the Notes theretofore issued remain outstanding immediately following each such redemption and thereafter 100.000 % (ii) such redemption shall occur within 60 days of the closing of any such Equity Offering. In addition, at any time prior to May 151, 20172014, the Issuer shall be entitled Company may redeem all or part of the notes at its option on one or more occasions a Redemption Price equal to redeem Securities the sum of (which includes Additional Securities, if anyi) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount thereof, plus (ii) the Applicable Premium as of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%redemption, plus (iii) accrued and unpaid interest and Additional Interest, if any, to the redemption date (of redemption, subject to the right rights of Holders of record notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date.

Optional Redemption. Except as set forth belowThe Securities will be redeemable, at the Issuer shall not be entitled option of the Company, in whole or in part, at any time and from time to redeem the Securities. On and after May time prior to December 15, 20172007, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed plus accrued but unpaid interest to the Redemption Date; and (ii)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the Redemption Date to December 15, 2007 (except for currently accrued but unpaid interest) (assuming the Securities are redeemed, and based on the applicable Redemption Price, on that date) discounted to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the redemption prices (expressed in percentages of principal amount on the redemption date)Treasury Rate, plus 50 basis points, plus (b) accrued but unpaid interest to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date). The Securities will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after December 15, 2007 and prior to Stated Maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at the following Redemption Prices (expressed as a percentage of principal amount), plus accrued interest, if any, to the Redemption Date (subject to the right of Holders on the relevant Regular Record Date to receive interest payment datedue on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period Year Redemption Price 2017 105.156 2007 104.313 % 2018 103.438 2008 102.156 % 2019 101.719 % 2020 2009 and thereafter 100.000 % In addition, at any time prior Prior to May December 15, 20172006, to the extent that the Company raises Net Cash Proceeds from one or more Qualified Equity Offerings, the Issuer shall be entitled at its option Company may on any one or more occasions redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate original principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date with the Net Cash Proceeds at a redemption price (expressed as a percentage Redemption Price of 108.625% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, if any, to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1i) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the original principal amount of the Securities plus the Applicable Premium as of, remains Outstanding after each such redemption; and accrued and unpaid interest to, (ii) the redemption date (subject to occurs within 60 days after the right closing of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)such Qualified Equity Offering.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes prior to December 15, 2021. At any time prior to December 15, 2021, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and or after May December 15, 20172021, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices Redemption Prices set forth below (expressed in percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May December 15 of on the years set forth indicated below: Period Year Redemption Price 2017 105.156 2021 102.625% 2018 103.438 2022 101.750% 2019 101.719 2023 100.875% 2020 2024 and thereafter 100.000 100.000% In addition, at any time on or prior to May December 15, 20172019, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes the Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage Redemption Price of 105.250% of the principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, other than Notes held by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice of each such redemption has been given occurs within 90 60 days after the date of the closing of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below(a) On or after April 28, 2018, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes upon not less than 30 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, if any Global Notes are outstanding, subject to the ability of the Depositary to process such redemption on the date specified in such notice), at the redemption prices (expressed in as percentages of principal amount amount) set forth below plus accrued and unpaid interest on the Notes redeemed to, but not including, the applicable redemption date), plus accrued interest to if redeemed during the redemption date (twelve month period beginning on April 28 of the years indicated below, subject to the right rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date for periods prior to such redemption date: Year Percentage 2018 100.000% + ( 1/2 × Reset Rate ) 2019 100.000% + ( 1/4 × Reset Rate ) 2020 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. At any time prior to April 28, 2018, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice (in the case of redemptions upon less than 30 days’ notice, if any Global Notes are outstanding, subject to the ability of Depositary to process such redemption on the date specified in such notice), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued date for periods prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)redemption.

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes prior to April 1, 2026. At any time prior to April 1, 2026, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any), at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On and or after May 15April 1, 20172026, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices Redemption Prices set forth below (expressed in percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to the redemption date applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May October 15 of on the years set forth indicated below: Period Year Redemption Price 2017 105.156 2026 102.00% 2018 103.438 2027 101.333% 2019 101.719 2028 100.677% 2020 2029 and thereafter 100.000 100.000% In addition, at any time on or prior to May 15April 1, 20172024, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes the Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage Redemption Price of 104.000% of the principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, with an amount not to exceed the net cash proceeds Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, other than Notes held by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationSubsidiaries); and (2) notice of each such redemption has been given occurs within 90 60 days after the date of the closing of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Securities shall not be redeemable at the option of the Issuer prior to June 15, 2023. On or after June 15, 2023, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 10 nor more than 60 days’ notice' prior notice delivered electronically or by first- class mail to each Holder's registered address, in accordance with DTC's applicable procedure, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on June 15 of the years set forth below: Year Redemption Price 2023 102.813% 2024 101.406% 2025 and thereafter 100.000% In addition, prior to June 15, 2023, the Issuer may redeem the Securities, at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days' prior notice electronically delivered or mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but Exhibit A - 7 excluding the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time prior to June 15, 2023, the Issuer may redeem Securities in an aggregate amount equal to up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with an amount equal to the net cash proceeds of one or more Equity Offerings by the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 105.625%, plus accrued and unpaid interest to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionhowever, that at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35least 50% of the original aggregate principal amount of the Securities (which includes calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, if any) issued prior further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days' notice electronically delivered or mailed to such date each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Any redemption or notice of any redemption may, at a redemption price (expressed as a percentage the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of principal amount) of 106.875%an Equity Offering, plus accrued and unpaid interest to other debt or equity financing, acquisition or other corporate transaction or event, and, at the Issuer's discretion, the redemption date (subject may be delayed until such time as any or all of such conditions have been satisfied. In addition, the Issuer may provide in any notice of redemption that payment of the redemption price and the performance of its obligations with respect to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offeringssuch redemption may be performed by another person; provided, however, that (1) at least 65% of the Issuer will remain obligated to pay the redemption price and perform its obligations with respect to such aggregate principal amount of Securities (which includes Additional Securitiesredemption in the event such other person fails to do so and all conditions to such redemption, if any) remains outstanding immediately , are satisfied. If an optional redemption date is on or after the occurrence of each such redemption (with Securities held, directly an interest record date and on or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of before the related Equity Offering. Prior to May 15, 2017interest payment date, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest tointerest, the redemption date (subject if any, will be paid to the right Person in whose name the Security is registered at the close of Holders of business on such record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Securities shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May December 15, 20172011. Thereafter, the Issuer Securities shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May December 15 of the years set forth below: Period B-5 Year Redemption Price 2017 105.156 2011 106.250% 2018 103.438 2012 103.125% 2019 101.719 % 2020 2013 and thereafter 100.000 100.000% In addition, prior to December 15, 2011, the Company may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice delivered electronically or mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional Securitiesredeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to and additional interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 15, 2011, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100112.5% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and unpaid interest toand additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice delivered to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowin the following two paragraphs, the Issuer Euro Notes shall not be entitled redeemable at the option of the Company prior to redeem the Securities. On and after May January 15, 20172016. Thereafter, the Issuer Euro Notes shall be entitled redeemable at its the option to redeem all or a portion of the Securities Company, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice delivered electronically or mailed by first-class mail to each Euro Notes Holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, if any, and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May January 15 of the years set forth below: Period Year Redemption Price 2016 104.750% 2017 105.156 103.167% 2018 103.438 101.583% 2019 101.719 % 2020 and thereafter 100.000 100.000% In addition, prior to January 15, 2016, the Company may redeem the Euro Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice delivered electronically or mailed by first-class mail to May 15each Holder’s registered address, 2017, the Issuer shall be entitled at its option on one or more occasions a redemption price equal to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35100% of the aggregate principal amount of the Securities (which includes Additional SecuritiesEuro Notes redeemed plus the Applicable Premium as of, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus and accrued and unpaid interest to and Additional Interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Euro Notes (calculated after giving effect to any issuance of Additional Euro Notes), with an amount not to exceed the net cash proceeds from of one or more Equity Offerings; provided, however, that Offerings (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date by any direct or indirect parent of the related Equity Offering. Prior Company, in each case, to May 15, 2017, the Issuer shall be entitled at its option extent the net cash proceeds thereof are contributed to redeem all or a portion the common equity capital of the Securities Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100109.5% of the principal amount of the Securities thereof, plus the Applicable Premium as of, and accrued and unpaid interest tointerest, if any, and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Euro Notes (calculated after giving effect to any issuance of Additional Euro Notes after the Issue Date) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice electronically delivered or mailed to each Holder of Euro Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

Optional Redemption. Except as set forth belowAt any time prior to April 1, 2018, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the redemption prices principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. From and after April 1, 2018, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, if any, thereon to the redemption date (applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 April 1 of each of the years set forth indicated below: Period Redemption Price 2017 105.156 % Year Percentage 2018 103.438 104.750 % 2019 101.719 102.375 % 2020 and thereafter 100.000 % In additionPrior to April 1, 2018, the Company may, at any time prior its option, redeem up to May 15, 2017, 40% of the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an sum of the original aggregate principal amount not of Notes (and the original principal amount of any Additional Notes) issued under the Indenture at a redemption price equal to exceed 35109.500% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%thereof, plus accrued and unpaid interest interest, if any, thereon to the redemption date (Redemption Date, subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with funds in an amount not equal to exceed all or a portion of the net cash proceeds from of one or more Equity OfferingsOfferings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided, however, provided that (1) at least 6560% of such the sum of the aggregate principal amount of Securities (which includes Notes originally issued under the Indenture and the aggregate principal amount of any Additional Securities, if any) remains outstanding Notes issued under the Indenture after the Issue Date remain Outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by unless all Notes outstanding on the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculationRedemption Date are redeemed); and (2) notice of provided, further, each such redemption has been given occurs within 90 180 days after of the date of the related closing of each such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowin the following paragraph, the Issuer shall Notes may not be entitled redeemed prior to redeem June 1, 2000. During the Securities. On and after period from June 1, 2000 to May 1531, 20172002, the Issuer shall be entitled at its option to Company may redeem all or a portion but not less than all of the Securities Notes if the Closing Price (as defined in the Indenture) of the Common Stock (as defined in the Indenture) equals or exceeds 150% of the conversion price of the Notes for a period of 30 consecutive days, at a redemption price equal to 100% of the principal thereof, plus accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, to the applicable Redemption Date, and any other amount due in respect thereof (but not including any amount on any Reset Penalty (as defined below)). Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 calendar days' nor more than 60 calendar days’ ' notice, at a redemption price equal to 100% of the redemption prices (expressed in percentages of principal amount on the redemption date)thereof, plus accrued and unpaid interest thereon (if any), Additional Amounts (if any) and Special Interest (if any) to the applicable Redemption Date, and any other amounts due in respect thereof. No amount shall be paid in respect of any Reset Penalty upon any redemption, offer to purchase or other acquisition except in respect of a record date for the Reset Penalty which has passed. The Notes may be redeemed, at the option of the Company, in whole but not in part, upon not less than 30 or more than 60 calendar days' notice to the Holders in accordance with the terms of the Indenture, at a redemption date price equal to the principal amount thereof, plus accrued and unpaid interest, if any (including Additional Amounts, if any, and Special Interest, if any), to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)(including Additional Amounts, if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 any, and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional SecuritiesSpecial Interest, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date that is on or prior to the Redemption Date) and any other amounts due if, as a result of any change in or amendment to the laws or the regulations or rulings promulgated thereunder of Canada, Cyprus, the Russian Federation or any other jurisdiction with an amount not which the Company or any Guarantor has any connection (other than a connection arising as a result of a continuance or a merger or consolidation of the Company with or into a newly formed corporation solely for the purpose of moving the Company's domicile out of Canada) or any political subdivision thereof or any authority thereof or having power to exceed tax therein, or any change in the net cash proceeds from one application or more Equity Offerings; provided, however, that (1) at least 65% official interpretation of such aggregate principal amount laws or regulations, or any change in administrative policy or assessing practice of Securities the applicable taxing authority, which change or amendment becomes effective on or after May 24, 1996, the Company or the Guarantors (which includes if the Guarantees are called) are or would be required on the next succeeding Interest Payment Date to pay Additional Securities, if any) remains outstanding immediately after Amounts with respect to the occurrence Notes or the Guarantees and the payment of each such redemption (with Securities held, directly or indirectly, Additional Amounts cannot be avoided by the Issuer use of any reasonable measures available to the Company or its Affiliates being deemed the Guarantors, as the case may be. The Company will also pay to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after holders on the date Redemption Date any Additional Amounts payable in respect of the related Equity Offeringperiod ending on the Redemption Date. Prior to May 15the publication of any notice of redemption pursuant to this provision, 2017which in no event will be given earlier than 90 days prior to the earliest date on which the Company or the Guarantors, as the case may be, would be required to pay such Additional Amounts were a payment in respect of the Notes then due, the Issuer Company shall deliver to the Trustee (i) an Officers' Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company or the Guarantors, as the case may be, taking -8- 9 reasonable measures and (ii) an Opinion of Counsel, independent of the Company and the Guarantors and approved by the Trustee, to the effect that the Company or the Guarantors have or will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, will be irrevocable. The Trustee shall accept such Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the condition precedent set forth in clauses (i) and (ii) above, in which event it shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, conclusive and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record binding on the relevant record date to receive interest due on the relevant interest payment date)Holders.

Optional Redemption. Except as set forth belowOn or after October 15, 2026, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Notes at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 10 nor more than 60 days’ noticeprior notice mailed (or caused to be mailed) by the Issuer by first-class mail, or delivered electronically if held by DTC, to each holder’s registered address (with a copy to the Trustee), at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest to to, but excluding, the redemption date (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on May October 15 of the years set forth below: Period Redemption Price 2017 105.156 2026 104.750% 2018 103.438 2027 102.375% 2019 101.719 % 2020 2028 and thereafter 100.000 100.000% Exhibit A In addition, prior to October 15, 2026 and following the Escrow Merger, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed (or caused to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if anymailed) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer by first-class mail, or its Affiliates being deemed delivered electronically if held by DTC, to be not outstanding for purposes of such calculationeach holder’s registered address (with a copy to the Trustee); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to October 15, 2026 and following the Escrow Merger, the Issuer may redeem, at its option, upon not less than 10 nor more than 60 days’ prior notice mailed by the Issuer by first class mail, or delivered electronically if held by DTC, to each holder’s registered address, in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any Parent to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price (expressed as a percentage of principal amount thereof) of 109.500%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated. Notice of any redemption of Notes may, at the Issuer’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Issuer’s discretion, be subject to the satisfaction (or waiver by the Issuer) of one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived) by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. If any such condition precedent has not been satisfied (or waived by the Issuer), the Issuer shall provide written notice to the Trustee on or prior to the redemption date).. Upon receipt, the Trustee shall provide such notice to each holder in the same manner in which the notice of redemption was given. Upon receipt of such notice by holders, the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed, in each case as provided in such notice

Optional Redemption. Except as set forth belowprovided in paragraph 5 hereof, the Issuer Notes shall not be entitled redeemable at the option of the Issuers prior to redeem the SecuritiesMarch 15, 2007. On and or after May 15, 2017such date, the Issuer Notes shall be entitled redeemable at its the option to redeem all or a portion of the Securities upon Issuers, in whole or in part, on one or more occasions, on not less than 30 nor more than 60 days’ days prior notice, at the following redemption prices (expressed in as percentages of principal amount on the redemption dateamount), plus accrued interest and unpaid interest, including Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May March 15 of the years set forth below: Period Redemption Price 2017 105.156 REDEMPTION YEAR PRICE ---- -------- 2007 106.0% 2018 103.438 2008 103.0% 2019 101.719 % 2020 2009 and thereafter 100.000 100.0% In addition, at any time on or prior to May March 15, 20172006, the Issuer shall be entitled at its option Issuers may, on one or more occasions occasions, redeem up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed a maximum of 35% of the original aggregate principal amount of the Securities Notes (which includes calculated giving effect to any issuance of Additional Securities, if anyNotes) issued prior to such date at a redemption price (expressed as a percentage equal to 112% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest interest, including Additional Interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), ) with an amount not to exceed the net cash proceeds from Net Cash Proceeds of one or more Equity OfferingsOfferings by the Company; provided, however, that after giving effect to any such redemption, (1a) at least 65% of such the original aggregate principal amount of Securities the Notes (which includes calculated giving effect to any issuance of Additional Securities, if anyNotes) remains outstanding immediately and (b) such redemption is made within 90 days of the date of closing of the applicable Equity Offering upon not less than 30 nor more than 60 days notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. At any time on or prior to March 15, 2007, the Notes may also be redeemed as a whole at the option of the Issuers upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice but in no event more than 90 days after the occurrence of such Change of Control, mailed by first-class mail to each such redemption (with Securities heldHolder's registered address, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest tointerest, including Additional Interest, if any, to the date of the redemption date (subject the "Change of Control Redemption Date"), except that installments of interest which are due and payable on dates falling on or prior to the right of applicable redemption date will be payable to the persons who were the Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date)dates.

Optional Redemption. Except as set forth belowOn or after June 1, 2013, the Issuer shall not be entitled to may redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled Notes at its option option, in whole at any time or in part from time to redeem all or a portion of the Securities time, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed in percentages as a percentage of principal amount on the redemption dateamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 1 of the years set forth below: Period Redemption Price 2013 105.625 % 2014 102.813 % 2015 and thereafter 100.000 % In addition, prior to June 1, 2013 the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during . Notwithstanding the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionforegoing, at any time and from time to time on or prior to May 15June 1, 20172012, the Issuer shall be entitled at its option on one or more occasions may redeem in the aggregate up to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes calculated after giving effect to any issuance of Additional SecuritiesNotes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.875111.25%, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 6550% of such the original aggregate principal amount of Securities the Notes (which includes calculated after giving effect to any issuance of Additional Securities, if anyNotes) remains must remain outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided, directly or indirectlyfurther, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of that such redemption has been given shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the related Equity Offering. Prior to May 15, 2017, procedures set forth in the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Indenture.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to The Company may redeem the Securities. On and Notes, at its option, in whole at any time, or in part from time to time, on or after May April 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities 2024 upon not less than 30 15 nor more than 60 days’ notice, at the following redemption prices (expressed in as percentages of the principal amount amount) if redeemed during the twelve-month period commencing on April 15 of the redemption date)year set forth below, plus plus, in each case, accrued interest to and unpaid interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Interest Payment Date): Redemption Period Redemption Price 2017 105.156 2024 102.563 % 2018 103.438 2025 101.281 % 2019 101.719 % 2020 2026 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to May April 15, 20172024 the Company may, the Issuer shall be entitled at its option on option, use all or any portion of the net cash proceeds of one or more occasions Equity Offerings to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not up to exceed 3540.0% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) Notes issued prior to such date at a redemption price (expressed as a percentage equal to 105.125% of the principal amount) of 106.875%, amount thereof plus accrued and unpaid interest interest, if any, to the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, provided that (1) at least 6560.0% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) Notes issued remains outstanding immediately after any such redemption. In order to effect the occurrence foregoing redemption with the proceeds of each any Equity Offering, the Company shall make such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 more than 180 days after the date consummation of the related any such Equity Offering. Prior At any time, or from time to May time, prior to April 15, 20172024, the Issuer shall Notes may also be entitled redeemed in whole or in part, at its option to redeem all or a portion of the Securities Company’s option, at a redemption price equal to 100100.0% of the principal amount of the Securities thereof plus the Applicable Premium as of, and accrued and but unpaid interest interest, if any, to, but not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Notwithstanding the foregoing, in connection with any tender for or other offer to purchase all of the Outstanding Notes, if Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender or other offer and the Company, or any other Person making such a tender or other offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all (but not less than all) of the Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment dateof the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or other corporate transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. Except as set forth belowThe Notes will be redeemable, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all in whole or a portion of the Securities upon not less than 30 nor more than 60 days’ noticein part, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionIssuer’s option, at any time prior from time to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities time at a redemption price equal to the greater of: (A) 100% of the principal amount of the Securities Notes to be redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon to maturity discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points, plus accrued interest thereon to Redemption Date. Prior to October 15, 2016, the Applicable Premium as ofIssuer may, and with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount at maturity of the outstanding Notes (including Additional Notes) at a redemption price equal to 105.625% of the principal amount thereof (the “Redemption Price”), plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date; provided that at least 65% of the principal amount at maturity of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such redemption date (subject excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. Unless the Company defaults in payment of the Redemption Price, on or after the Redemption Date, interest will cease to the right of Holders of record accrue on the relevant record date Notes or portions thereof called for redemption. The provisions of Article Four of the Original Indenture shall apply in the case of a redemption pursuant to receive interest due on the relevant interest payment date)this Section 6.

Optional Redemption. Except as set forth belowAt any time prior to April 1, 2021, the Issuer shall not be entitled may on any one or more occasions redeem up to redeem (i) 35% of the Securities. On original aggregate principal amount of the 2026 Notes issued under the Indenture and after May 15, 2017, the Issuer shall be entitled at its option to redeem (ii) all or a portion of any Additional 2026 Notes issued after the Securities Issue Date, upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 103.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date, with an amount of cash no greater than the cash proceeds (net of underwriting discounts and commissions) of all Equity Offerings by the Issuer or any direct or indirect parent entity of the Issuer (including Parent) (to the extent the cash proceeds (net of underwriting discounts and commissions) of such Equity Offerings are contributed to the Issuer) since the Issue Date; provided that: • at least 65% (calculated after giving effect to any issuance of Additional 2026 Notes) of the original aggregate principal amount of the 2026 Notes issued under the Indenture (excluding 2026 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and • the redemption occurs within 120 days of the date of the closing of such Equity Offering. In addition, prior to April 1, 2021, the Issuer may on one or more occasions redeem the 2026 Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the 2026 Make-Whole Redemption Date, plus the 2026 Make-Whole Premium (a “2026 Make-Whole Redemption”). The Issuer shall notify the Paying Agent of the 2026 Make-Whole Premium by delivering to the Paying Agent, on or before the applicable 2026 Make-Whole Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and neither the Trustee nor the Paying Agent shall have any responsibility for verifying or otherwise for such calculation. On or after April 1, 2021, the Issuer may on any one or more occasions redeem all or a part of the 2026 Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed in as percentages of the principal amount on the redemption date)of 2026 Notes redeemed) set forth below, plus accrued interest and unpaid interest, if any, to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)applicable Redemption Date, if redeemed during the 12-twelve month period commencing beginning on May 15 April 1 of the years set forth indicated below: Period Redemption Price 2017 105.156 Year Percentage 2021 101.813% 2018 103.438 2022 100.906% 2019 101.719 % 2020 2023 and thereafter 100.000 100.000% In addition, at any time prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) payment of accrued but unpaid interest in an aggregate principal amount not to exceed 35% connection with the redemption of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (2026 Notes is subject to the right rights of Holders a Holder of record the 2026 Notes on the relevant a record date for the payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the related Interest Payment Date to receive interest due on the relevant such interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May 15September 1, 20172020, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeSecurities, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during on or after the 12-month period commencing on May 15 of the years dates set forth below: Period Redemption Price 2017 105.156 September 1, 2020 103.000 % 2018 103.438 September 1, 2021 101.500 % 2019 101.719 % 2020 and thereafter September 1, 2022 100.000 % In addition, at any time prior to May 15September 1, 20172020, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) amount of 106.875106%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not equal to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15September 1, 20172020, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowAt any time prior to November 1, 2015, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to Company may also redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the redemption prices principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. From and after November 1, 2015, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the Redemption Prices (expressed in as percentages of principal amount on the redemption date)amount) set forth below, plus accrued interest and unpaid interest, and Additional Interest, if any, thereon to the redemption date (applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12twelve-month period commencing beginning on May 15 November 1 of each of the years set forth indicated below: Period Redemption Price Year Percentage 2015 105.906 % 2016 103.938 % 2017 105.156 101.969 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In additionPrior to November 1, 2015, the Company may, at any time prior its option, redeem up to May 15, 2017, 40% of the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an sum of the original aggregate principal amount not of Notes (and the original principal amount of any Additional Notes) issued under the Indenture at a redemption price equal to exceed 35107.875% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%thereof, plus accrued and unpaid interest interest, and Additional Interest, if any, thereon to the redemption date (Redemption Date, subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with an amount not to exceed the net cash proceeds from of one or more Equity OfferingsOfferings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided, however, provided that (1) at least 6560% of such the sum of the aggregate principal amount of Securities (which includes Notes originally issued under the Indenture and the aggregate principal amount of any Additional Securities, if any) remains outstanding Notes issued under the Indenture after the Issue Date remain Outstanding immediately after the occurrence of each such redemption (with Securities heldredemption; provided, directly or indirectlyfurther, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of each such redemption has been given occurs within 90 180 days after of the date of the related closing of each such Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth belowOn or after October 15, 2053, the Issuer shall not be entitled to Company may redeem the Securities. On Bonds of this Series at the Company’s option, in whole or in part, at any time and after May 15, 2017, the Issuer shall be entitled at its option from time to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticetime, at the following redemption prices (in each case expressed in percentages as a percentage of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment dateamount), if redeemed during the 12twelve-month period commencing periods beginning on May October 15 of the years as set forth below: Period Twelve-month period beginning on Redemption Price 2017 105.156 price October 15, 2053 105.00 % 2018 103.438 October 15, 2054 104.50 % 2019 101.719 October 15, 2055 104.00 % 2020 October 15, 2056 103.50 % October 15, 2057 103.00 % October 15, 2058 102.50 % October 15, 2059 102.00 % October 15, 2060 101.50 % October 15, 2061 101.00 % October 15, 2062 100.50 % October 15, 2063 100.00 % and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as ofamount, and in each case, together with any accrued and unpaid interest tothereon to but excluding the redemption date. So long as the Bonds of this Series are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the Bonds of this Series, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Bonds of this Series to be redeemed. At all other times, the Trustee shall draw by lot the particular Bonds of this Series, or portions of them, to be redeemed. Notwithstanding the provisions of Article VIII of the Original Indenture, any notice of redemption as described under “Optional Redemption” may state that the redemption will be conditional upon the Trustee receiving sufficient funds to pay the principal, premium, if any, and interest on the Bonds of this Series to be redeemed on the redemption date and that if the Trustee does not receive such funds, the redemption date (subject notice will not apply, and the Company will not be required to redeem such Bonds of this Series. In the event of any such redemption, the Company will notify the Trustee of its election at least 15 days prior to the right redemption date. The Company will provide the Trustee a reasonably detailed computation of Holders the Redemption Price with such notice (or, if not then known, the manner of record on calculation, with the relevant record actual computation provided by the Company to the Trustee promptly following its computation). Any notice of redemption as described under “Optional Redemption” shall be delivered or given not less than 10 nor more than 90 days prior to the redemption date to receive the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest due will cease to accrue from and after the redemption date on all or such portions of the relevant interest payment date)Bonds of this Series so called for redemption.

Optional Redemption. Except as set forth belowAt any time prior to October 15, 2022, the Issuer shall not be entitled to redeem the Securities. On and after May 15may, 2017, the Issuer shall be entitled at its option to and on one or more occasions, redeem all or a portion part of the Securities Notes, upon not less than 30 nor more than 60 days’ noticenotice as described in Section 11.06 of the Indenture, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period a Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest interest, if any, to, but excluding, the redemption date Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. On and after October 15, 2022, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 11.06 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated below: Year Percentage 2022 102.688 % 2023 101.344 % 2024 and thereafter 100.000 % In addition, until October 15, 2022, the Issuer may, at its option and on one or more occasions, upon notice as described in Section 11.06 of the Indenture, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.375% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest payment date)thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the original aggregate principal amount of Notes issued under the Indenture on the Issue Date and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Optional Redemption. Except as set forth belowin the following paragraphs of this Section 5, the Issuer Notes shall not be entitled redeemable at the option of the Company prior to redeem the SecuritiesAugust 15, 2020. On and after May August 15, 20172020, the Issuer Company shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ noticeNotes (which, for the avoidance of doubt, includes Additional Notes) at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May August 15 of the years set forth below: Period Year Redemption Price 2017 105.156 2020 102.875 % 2018 103.438 2021 101.917 % 2019 101.719 2022 100.958 % 2020 2023 and thereafter 100.000 % In addition, at any time prior to May August 15, 20172018, the Issuer shall be entitled Company may at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 3535.0% of the aggregate principal amount of the Securities Notes (which which, for the avoidance of doubt, includes Additional Securities, if anyNotes) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875105.750%, plus accrued and unpaid interest interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that (1a) after giving effect to any such redemption, at least 6550.0% of such the original aggregate principal amount of Securities the Notes (which includes excluding any Additional SecuritiesNotes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2b) notice of each such redemption has been given occurs within 90 days after the date of the related Qualified Equity Offering. Prior to May August 15, 20172020, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities Notes (which, for the avoidance of doubt, includes Additional Notes) at a redemption price equal to 100100.0% of the principal amount of the Securities Notes plus the Applicable Premium as of, and accrued and unpaid interest tointerest, if any, and Applicable Premium to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest plus Applicable Premium due on the relevant interest payment date). Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a Qualified Equity Offering, refinancing transaction or other corporate transaction. If any condition precedent has not been satisfied, the Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given.

Optional Redemption. Except as set forth below, the Issuer shall Company will not be entitled to redeem the SecuritiesSecurities at its option. On and after May 15October 1, 20172019, the Issuer shall Company will be entitled entitled, at its option option, to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 1212- or 6-month period period, as applicable, commencing on May 15 each of the years dates set forth below: Period Redemption Price 2017 105.156 October 1, 2019 103.625% 2018 103.438 October 1, 2020 101.813% 2019 101.719 % 2020 and thereafter 100.000 April 1, 2021 100.000% In addition, at any time prior to May 15October 1, 20172019, the Issuer shall Company will be entitled entitled, at its option option, on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) amount of 106.875107.250%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not equal to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such the aggregate principal amount of Securities (which includes Additional Securities, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such the redemption has been given within occurs prior to 90 days after the date of the closing of the related Equity Offering. Prior to May 15October 1, 20172019 the Company will be entitled, the Issuer shall be entitled at its option option, to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). On and after the date of redemption, interest will cease to accrue on the Securities or portions thereof called for redemption so long as the Company has deposited with the Paying Agent (or, if the Company is the Paying Agent, has segregated and holds in trust) funds in satisfaction of the redemption price (including accrued and unpaid interest on the Securities to be redeemed) pursuant to the Indenture.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: Period Redemption Price 2017 105.156 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, at At any time prior to May 151, 20172016, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities Notes, upon notice as described in Section 1105 of the Indenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest toand Special Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. On and after May 1, 2016, the redemption date Company may redeem the Notes, in whole or in part, upon notice as described in Section 1105 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on May 1 of each of the years indicated below: Year Percentage 2016 105.813 % 2017 103.875 % 2018 101.938 % 2019 and thereafter 100.000 % In addition, until May 1, 2016, the Company may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 107.750% of the aggregate principal amount thereof, plus accrued and unpaid interest payment date)thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the Securities. On and after May August 15, 20172016, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May August 15 of the years set forth below: Period Redemption Price 2017 2016 105.156 % 2018 2017 103.438 % 2019 2018 101.719 % 2020 2019 and thereafter 100.000 % In addition, at any time prior to May August 15, 20172016, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. Prior to May August 15, 20172016, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the SecuritiesNotes prior to May 1, 2012. On and after At any time prior to May 151, 20172012, the Issuer shall be entitled at its option to Company may redeem all or a portion part of the Securities upon not less than 30 nor more than 60 days’ noticeNotes (which includes Additional Notes, if any), at a redemption price equal to 100% of the redemption prices (expressed in percentages of principal amount on of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption date(the “Redemption Date”), plus accrued interest to the redemption date (subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant interest payment date). On and after May 1, 2012, the Company shall be entitled at its option to redeem all or a portion of the Notes at the redemption prices set forth below (expressed in percentages of principal amount on the Redemption Date) plus accrued interest to, but not including, the Redemption Date, if redeemed during the 12-month period commencing on May 15 1 of the years set forth below: Period Year Redemption Price 2017 105.156 2012 103.750 % 2018 103.438 2013 102.500 % 2019 101.719 2014 101.250 % 2020 2015 and thereafter 100.000 % In addition, at any time prior to May 151, 20172010, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities Notes issued (which includes the Additional SecuritiesNotes, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875107.5%, plus accrued and unpaid interest to to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes the Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities other than Notes held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the closing of the related Equity Offering. Prior to May 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption. Except as set forth below, the Issuer Company shall not be entitled to redeem the Securities. On and after May June 15, 20172011, the Issuer Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed in percentages of principal amount amount, on the redemption date), ) plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May June 15 of the years set forth below: Redemption Period Redemption Price 2017 105.156 ------ ---------- 2011 105.375% 2018 103.438 2012 103.583% 2019 101.719 2013 101.792% 2020 2014 and thereafter 100.000 100.000% In addition, at any time prior to May June 15, 20172009, the Issuer Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued prior to such date at a redemption price (expressed as a percentage of principal amount) amount of 106.875110.75%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with other than Securities held, directly or indirectly, by the Issuer Company or its Affiliates being deemed to be not outstanding for purposes of such calculationAffiliates); and (2) notice of each such redemption has been given occurs within 90 days after the date of the related Equity Offering. Prior to May June 15, 20172011, the Issuer Company shall be entitled at its option to redeem all or a portion all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

Optional Redemption. Except as set forth stated below, the Issuer shall may not be entitled to redeem the SecuritiesNotes. On The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on and after May June 15, 2017, the Issuer shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice2020, at the following redemption prices (prices, expressed in as percentages of the principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)thereof, if redeemed during the 12twelve-month period commencing on May June 15 of the years any year set forth below, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption: Period Redemption Price 2017 105.156 Year Percentage 2020 102.313 % 2018 103.438 2021 101.156 % 2019 101.719 % 2020 2022 and thereafter 100.000 % In addition, at any time prior to May 15, 2017, the Issuer shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed shall not have the right to be not outstanding for purposes of exercise any such calculation); and (2) notice of optional redemption at any time when the Issuer is prohibited from having such redemption has been given within 90 days after an option under the date of the related Equity OfferingCredit Agreement. Prior to May June 15, 20172020, the Issuer shall be entitled will have the right, at its option option, to redeem all or a portion any of the Securities Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the Securities sum of the present value of the redemption price of the Notes to be redeemed at June 15, 2020 (such redemption price being set forth in the table appearing above) plus each remaining scheduled payment of interest thereon during the Applicable Premium period between the redemption date and June 15, 2020 (exclusive of interest accrued to the date of redemption), in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Bund Rate (as ofdefined below) plus 50 basis points, and plus, in each case any accrued and unpaid interest toon the principal amount of the Notes, the redemption date (subject if any, to the date of redemption, provided, however, that the Issuer shall not have the right of Holders of record on to exercise any such optional redemption at any time when the relevant record date to receive interest due on Issuer is prohibited from having such an option under the relevant interest payment date)Credit Agreement.

Optional Redemption. Except as set forth below, the Issuer shall not be entitled to redeem the SecuritiesNotes. On and after May April 15, 20172015, the Issuer shall be entitled at its option on one or more occasions to redeem all or a portion of the Securities Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 April 15th of the years set forth below: Period Redemption Price 2015 104.969 % 2016 103.313 % 2017 105.156 101.656 % 2018 103.438 % 2019 101.719 % 2020 and thereafter 100.000 % In addition, prior to April 15, 2015, the Issuer may redeem Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). During any twelve month period prior to May April 15, 20172015, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 103%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, prior to April 15, 2015, the Issuer shall upon not less than 30 nor more than 60 days’ notice, be entitled at its their option on one or more occasions to redeem Securities Notes (which includes Additional SecuritiesNotes, if any) in an aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Securities Notes (which includes Additional SecuritiesNotes, if any) originally issued prior to such date at a redemption price (expressed as a percentage of 106.625% of the principal amount) of 106.875%amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity OfferingsOfferings (1) by Holdings or (2) by any direct or indirect parent of Holdings, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of Holdings or used to purchase Capital Stock (other than Disqualified Stock) of Holdings from it; provided, however, that (1) at least 65% of such aggregate principal amount of Securities Notes (which includes Additional SecuritiesNotes, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Issuer or its Affiliates being deemed to be not outstanding for purposes of such calculation)redemption; and (2) notice of each such redemption has been given occurs within 90 days after the date consummation of the related Equity Offering. Prior to May 15, 2017Notwithstanding the foregoing, the Issuer shall may at any time and from time to time purchase Notes in the open market or otherwise. Notice of any redemption upon any Equity Offering may be entitled given prior to the completion thereof, and any such redemption or notice may, at its option Holding’s discretion, be subject to redeem all one or a portion more conditions precedent, including, but not limited to, completion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)related Equity Offering.