Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(aSection 3.07(a), Section 3.07(b) and 6(b) and paragraph 10 Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % % (e) 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. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to May 15August 1, 20182023, the Company may may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture (including any Additional Notes) at a redemption price equal to 106.250of 106.125% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with the net cash proceeds of an one or more Equity OfferingOfferings by the Company or a contribution to the equity capital of the Company (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by any Parent Company (in each case, other than Excluded Contributions); provided that: that (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under the this Indenture (including any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or equity contribution. (b) At any time prior to May 15On or after August 1, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 ten nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 August 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage 2023 103.063 % 2021 102.083 2024 102.042 % 2022 101.042 2025 101.021 % 2023 2026 and thereafter 100.000 % (c) Prior to August 1, 2023, the Company may also redeem all or any portion of the Notes upon not less than ten nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (a “Make-Whole Redemption Date”). (d) 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of this Indenture.

Optional Redemption. (a) At The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (b) Except as provided in Section 3.04 below, the Notes shall not be redeemable by the Company at its option prior to July 31, 2026 (the “Notes Par Call Date”). (c) The Notes shall be redeemable in whole or in part, at any time and from time to time, at the Company’s option (i) on or after July 31, 2026 and prior to May 15July 31, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice2027, at a redemption price equal to 106.250102% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)redemption, with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days on or after July 31, 2027 and prior to July 31, 2028, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of the closing of such Equity Offering. redemption, and (biii) At any time on or after July 31, 2028 and prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticeMaturity Date, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of their principal amount) set forth below, plus accrued and unpaid interest to, but excluding, the Redemption Date. (d) In each case, redemption shall be upon notice not fewer than ten (10) days and Additional Amountsnot more than sixty (60) days prior to the Redemption Date. If less than all of the Notes are to be redeemed, if anythe particular Notes to be redeemed will be selected not more than forty-five (45) days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s reasonable determination, on a pro rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company in writing of the Notes redeemedselected for redemption and, to in the applicable date case of any Notes selected for partial redemption, if redeemed during the twelve-month period beginning on October 15 principal amount thereof to be redeemed. Beneficial interests in any Notes or portions thereof called for redemption that are registered in the name of the years indicated belowDepositary or its nominee will be selected by the Depositary in accordance with the Depositary’s applicable procedures. The Trustee shall have no obligation to calculate any redemption price or any component thereof, subject to and the rights of Holders of Notes on the relevant record date Trustee shall be entitled to receive interest on and conclusively rely upon an Officer’s Certificate delivered by the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Company that specifies any redemption price. (e) Unless the Company defaults in on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateredemption.

Optional Redemption. Except as set forth in subparagraphs (ab) At any time prior to May 15, 2018and (c) of this Paragraph (5), the Company may on any one or more occasions will not have the option to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15November 30, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % 2019. 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. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any 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 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company 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 and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) Except as set forth in this Paragraph 5 and Paragraph 7(a)(ii), the Notes will not be redeemable at the Issuers’ option. (b) At any time prior to May July 15, 20182015, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250of 109.250% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including including, the redemption date using an amount of redemption (subject cash equal to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an one or more Equity Offering; Offerings, provided that: : (i) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiariesan Issuer or a Subsidiary of an Issuer) remains outstanding immediately after the occurrence of such redemption; and and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bc) At any time prior to May July 15, 20202015, the Company Notes may on any one be redeemed in whole or more occasions redeem all or a in part at the option of the Notes, Issuers upon giving not less than 30 days nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, redemption (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020interest payment date). (d) On or after May July 15, 20202015, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 days nor more than 60 days’ noticenotice 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 security register (or otherwise in accordance with the procedures of DTC), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated set forth below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 On or after July 15, 2015 to January 14, 2016 104.625 % 2021 102.083 On or after January 15, 2016 to July 14, 2016 103.469 % 2022 101.042 On or after July 15, 2016 to January 14, 2017 102.313 % 2023 On or after January 15, 2017 to July 14, 2017 101.156 % July 15, 2017 and thereafter 100.000 % Unless the Company defaults Issuers default 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.

Optional Redemption. (a) At any time prior to May January 15, 2018, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture at a redemption price equal to 106.250of 112.25% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Redemption Date), with the net cash proceeds of an one or more Equity OfferingOfferings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or contribution. (b) At any time prior to May January 15, 2020, 2013 the Company may on any one or more occasions also redeem all or a part of the Notes, upon giving 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 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemptionRedemption Date, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May January 15, 20202013. (d) On or after May January 15, 2020, 2013 the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October January 15 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2013 106.125 % 2021 102.083 % 2022 101.042 % 2023 2014 and thereafter 100.000 % % (e) 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. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 hereof.

Optional Redemption. (a) At The Company may, at its option, on any Interest Payment Date (other than a Sale Redemption, as described below), on or after December 15, 2010, redeem the Securities in whole at any time or in part from time to time, at a Redemption Price equal to one hundred percent (100%) of the principal amount thereof (or of the redeemed portion thereof, as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date (the “Basic Optional Redemption Price”); provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authorities with respect to May such redemption if then required. (b) Prior to December 15, 20182010, the Company may may, at its option, on any one Interest Payment Date on or more occasions after December 15, 2008, redeem up the Securities in whole at any time or in part from time to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ noticetime, at a redemption price equal to 106.250the following Redemption Prices: December 15, 2008 104.0 % 1 103.5 % 2 103.0 % 3 102.5 % 4 102.0 % 5 101.5 % 6 101.0 % 7 100.5 % of the principal amount thereof (or of the Notes redeemedredeemed portion thereof, plus as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date (the “Early Optional Redemption Price”); provided, however, that, upon and unpaid interest and Additional Amountsonly upon a Sale of the Company at any time on or after December 15, if any2008 (a “Sale Redemption”), the Company shall be permitted under Section 11.1(a) or (b), as applicable, to redeem the Securities, in whole but not including the date of in part, on any Business Day (as opposed to redemption (subject to the rights of Holders of Notes only being permitted on the relevant record date to receive interest on the relevant an Interest Payment Date) (a “Sale Redemption Date”), upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), so long as upon any such Sale Redemption, the Company shall deposit with the net cash proceeds of an Equity Offering; provided that: Trustee (i) at least 65% of the aggregate principal amount of Basic Optional Redemption Price or the Notes originally issued under Early Optional Redemption Price, as applicable, through but excluding the Indenture (excluding Notes held by the Company Sale Redemption Date and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price an amount equal to 100% the amount of interest that would have accrued on the principal amount of the Notes redeemed, plus Securities then outstanding during the Applicable Premium (as calculated by period from the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including Sale Redemption Date through the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant next following Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof; provided, the Notes will not be redeemable at the Company’s option prior to May 15further, 2020. (d) On or after May 15, 2020, that the Company may on shall have received the prior approval of any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the Applicable Insurance Regulatory Authorities with respect to such redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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 datethen required.

Optional Redemption. (a) At any time prior to May 15February 1, 20182017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ noticenotice to the Trustee and Holders of Notes, at a redemption price equal to 106.250106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption date of redemption (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the such redemption occurs within 90 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At any time prior to May 15, 2020, the Company The Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Paragraph 5 and paragraph 10 hereofpursuant to Paragraph 6, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15, 2020option. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May September 15, 20182020, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 6560% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May September 15, 20202022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May September 15, 20202022. (d) On or after May September 15, 20202022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 102.938 % 2023 101.958 % 2024 100.979 % 2025 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.

Optional Redemption. (a) At any time prior to May December 15, 20182008, the Company may may, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture, upon giving not less than 30 nor more than 60 days’ notice, ) at a redemption price equal to 106.250111.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries, but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of after the date of the closing of any such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to the preceding paragraph 6(aand clause (e) and 6(b) and paragraph 10 hereofbelow, the Notes will not be redeemable at the Company’s 's option prior to May December 15, 20202009. (dc) On or after May December 15, 20202009, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the interest payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.:

Optional Redemption. (a) At any time prior to May 15September 1, 20182012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity OfferingOffering by the Company; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15September 1, 20202012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption: 2020 103.125 Year Percentage 2012 105.313 % 2021 102.083 % 2022 101.042 % 2023 2013 and thereafter 100.000 % (c) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(a) and 5(c), the Notes are not redeemable at the Company’s option prior to September 1, 2012. The Company is not, however, prohibited under the Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. 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.

Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to May 15time, 2018, the Company may on any one or more occasions redeem up to 35% part of the aggregate principal amount of 2021 September Notes issued under the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as a redemption price equal to 106.250% percentage of the principal amount of the Notes redeemed, amount) plus accrued and unpaid interest and Additional Amountsinterest, if anyto, to but not including including, the applicable redemption date of redemption (subject to the rights right of the Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemptionpayment date), if redeemed during the twelve-month period beginning on October 15 June 15, of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2018 101.281 % 2021 102.083 % 2022 101.042 % 2023 2019 and thereafter 100.000 % % (b) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the relevant series of 2021 September Notes or portions the portion thereof called for redemption on the applicable redemption date. (c) Any redemption notice given in respect of the redemption of any series of the 2021 September Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction, as the case may be. (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to Sections 3.01 through 3.06 of the Indenture. (e) If a series of 2021 September Notes is listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such 2021 September Notes outstanding following any partial redemption of such series of 2021 September Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of 2021 September Notes eligible under the Indenture to be redeemed. (f) In connection with any tender offer or other offer to purchase for all of the 2021 September Notes of a series, if Holders of not less than 90% of the aggregate principal amount of the then outstanding 2021 September Notes of such series validly tender and do not validly withdraw such 2021 September Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the 2021 September Notes of such series validly tendered and not validly withdrawn by such Holders, the Issuer 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 2021 September Notes of such series that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the repurchase date.

Optional Redemption. ​ (a) At Except as provided in this Section 5 and Section 6, the Notes are not redeemable until July 31, 2022. ​ (b) On and after July 31, 2022, the Issuers may redeem all or, from time to time, part of the Notes upon not less than 10 nor more than 60 days’ notice to the Holder, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Additional Amounts (as defined below), if any, to, but not including, 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 July 31 of the years indicated below: ​ ​ ​ ​ ​ ​ ​ 2022 ​ 104.6875% ​ ​ ​ 2023 ​ 102.34375% ​ ​ ​ 2024 ​ 101.0000% ​ ​ ​ 2025 ​ 100.000% ​ Any such redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any time 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 redemption date, or by the redemption date so delayed; provided that in no case shall the notice have been delivered less than 10 days or more than 60 days prior to May 15, 2018the date on which such redemption (if any) occurs. In addition, the Company Issuers may provide in such notice that payment of the redemption price and ​ ​ ​ performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. ​ (c) Prior to July 31, 2022, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under (including the Indentureprincipal amount of any Additional Notes), upon giving not less than 30 10 nor more than 60 days’ notice, with funds in an aggregate amount (the “Redemption Amount”) not exceeding the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 106.250of 109.375% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including including, the applicable redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate original principal amount of the Notes originally issued under (including the Indenture (excluding Notes held by the Company and its Subsidiariesprincipal amount of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (ii2) the redemption occurs within 90 120 days of the date of after the closing of such Equity Offering.. ​ (bd) At any time prior Prior to May 15July 31, 20202022, the Company Issuers may on any one or more occasions redeem all or or, from time to time, a part of the Notes, Notes upon giving not less than 30 10 nor more than 60 days’ notice, notice at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but not including including, the applicable redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) interest payment date). Any such redemption and 6(b) and paragraph 10 hereofnotice may, the Notes will not be redeemable at the Company’s option prior Issuers’ discretion, be subject to May 15, 2020. (d) On or after May 15, 2020, the Company may on any satisfaction of one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.conditions precedent. ​

Optional Redemption. (a) At any time prior The Securities of this series are subject to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, redemption upon giving not less than 30 nor or more than 60 days’ noticenotice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to August 15, 2023, as a whole or in part, at the election of the Company, at a redemption price equal to 106.250the greater of: (i) 100% of the principal amount of the Notes redeemedSecurities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed discounted to, but not including, the Redemption Date (not including any portion of such payments of interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 20 basis points, plus, for (i) or (ii) above, whichever is applicable, accrued and unpaid interest and Additional Amountson the Securities of this series to, if any, to but not including including, the date Redemption Date. The Securities of redemption (this series are subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor or more than 60 days’ noticenotice to the Holders of such Securities as provided in the Indenture, at any time or from time to time on and after August 15, 2023, as a whole or in part, at the election of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date Securities of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, this series being redeemed plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedSecurities of this series to, to but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Redemption Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 35% August 15, 2011. The Company is not prohibited by the terms of the aggregate principal amount of Notes issued under the Indenture, upon giving however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% otherwise violate the terms of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately Indenture. On or after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May August 15, 20202011, the Company may on any one or more occasions will have the option to redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, redeemed to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 Year Percentage 2011 105.8750 % 2021 102.083 2012 102.9375 % 2022 101.042 % 2023 2013 and thereafter 100.000 100.0000 % (b) At any time prior to August 15, 2010, the Company may on any 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 111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 50% in aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) At any time prior to August 15, 2011, the Company 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 and Special 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. (d) 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.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(aclause (d) and 6(b) and paragraph 10 hereofof this Section 3.07, the Notes will shall not be redeemable at the Company’s option prior to May 15, 20202021. (db) On or and after May 15, 20202021, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 15 nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes and Additional Amounts, if any, on the Notes redeemedto, to but not including, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October May 15 of each of the years indicated below: 2021 106.000 % 2022 103.000 % 2023 and thereafter 100.000 % (c) In addition, on and after May 15, 2021, the Company may redeem the Notes, in whole or in part, with the proceeds from one or more offerings of secured or unsecured high yield bonds or any other senior secured or unsecured debt refinancing, upon not less than 15 nor more than 60 days’ notice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest on the Notes and Additional Amounts, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2021 103.000 % 2022 101.000 % 2023 and thereafter 100.000 % (d) The Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 15 nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder in accordance with the applicable procedures of the Depositary, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed by the Company for redemption (a “Tax Redemption Date”) and Additional Amounts, if any, then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the rights right of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 Date and thereafter 100.000 % Unless Additional Amounts, if any, in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Company defaults or a Guarantor is or would be required to pay Additional Amounts, and the Company or such Guarantor cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of (i) any change in, repeal of or amendment to the laws (or any regulations or rulings promulgated thereunder) of the applicable Relevant Tax Jurisdiction affecting taxation which change, repeal or amendment becomes effective on or after the Issue Date (or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then current Relevant Tax Jurisdiction became the applicable Relevant Tax Jurisdiction under this Indenture) or (ii) any change in, repeal of or amendment to the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, repeal, amendment, application, administration or interpretation becomes effective on or after the Issue Date (or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then current Relevant Tax Jurisdiction became the applicable Relevant Tax Jurisdiction under this Indenture) (each of the foregoing in clauses (i) and (ii), a “Change in Tax Law”). Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor would be obligated to make a payment of Additional Amounts if such a payment in respect of the Notes were then due, and at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the publication, delivery or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (1) an opinion of an independent tax expert, such tax expert being a law or accounting firm, to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder and (2) an Officers’ Certificate stating that the Company or the Guarantor, as the case may be, cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. Such opinion of the tax expert and Officers’ Certificate shall be sufficient evidence of the existence and satisfaction of the conditions precedent as described above and will be conclusive and binding on the Holders. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. (f) If the optional redemption date is on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest in respect of Notes subject to redemption will be paid on the redemption pricedate to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will cease be payable to accrue on Holders whose Notes will be subject to redemption by the Notes or portions thereof called for redemption on the applicable redemption dateCompany.

Optional Redemption. (a) At any time prior to May April 15, 20182021, the Company may on may, at its option, redeem all or any one or more occasions redeem up to 35% portion of the aggregate principal amount of Notes issued under the Indenture, upon giving on not less than 30 15 nor more than 60 days’ noticeprior notice mailed (or, in the case of Global Notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to 106.250the greater of: i. 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and ii. The sum, as determined by an Independent Investment Banker, of the Notes redeemedpresent values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior and from time to May time on or after April 15, 20202021, the Company may on any one redeem the Notes in whole or more occasions redeem all or a part of in part, at the NotesCompany’s option, upon giving not less than 30 15 nor more than 60 days’ noticeprior notice mailed (or, in the case of global notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to 100% the percentage of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-twelve month period beginning on October April 15 of the years year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 102.688 % 2022 101.042 101.344 % 2023 and thereafter 100.000 % c) At any time and from time to time prior to April 15, 2021, the Company may redeem Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 105.375% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 60% of the original aggregate principal amount of the Notes remain outstanding immediately thereafter (including Notes that are being called for redemption but excluding Notes held by the Company or any of its Restricted Subsidiaries). d) Any redemption and notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an equity offering, the consummation of such equity offering). Such notice 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 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 satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. e) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company. f) 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.

Optional Redemption. (aA) At any time prior to May October 15, 20182012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250113.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bB) At any time prior to May On or after October 15, 20202012, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of Notes issued under the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the NotesIndenture, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period periods beginning on October 15 of the years dates indicated below, below (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 interest payment date that is on or prior to the applicable date of redemption): For the period below Percentage On or after October 15, 2012 106.750 % 2021 102.083 On or after October 15, 2013 103.375 % 2022 101.042 On or after April 15, 2014. 100.000 % (C) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% 2023 of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and thereafter 100.000 % unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(A) and 5(C), the Notes are not redeemable at the Company’s option prior to October 15, 2012. The Company is not, however, prohibited under the Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. 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.

Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to May 15time, 2018, the Company may on any one or more occasions redeem up to 35% part of the aggregate principal amount of 2021 May Notes issued under the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as a redemption price equal to 106.250% percentage of the principal amount of the Notes redeemed, amount) plus accrued and unpaid interest and Additional Amountsinterest, if anyto, to but not including including, the applicable redemption date of redemption (subject to the rights right of the Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemptionpayment date), if redeemed during the twelve-month period beginning on October 15 June 15, of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2018 101.281 % 2021 102.083 % 2022 101.042 % 2023 2019 and thereafter 100.000 % % (b) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the relevant series of 2021 May Notes or portions the portion thereof called for redemption on the applicable redemption date. (c) Any redemption notice given in respect of the redemption of any series of the 2021 May Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction, as the case may be. (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to Sections 3.01 through 3.06 of the Indenture. (e) If a series of 2021 May Notes is listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such 2021 May Notes outstanding following any partial redemption of such series of 2021 May Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of 2021 May Notes eligible under the Indenture to be redeemed. (f) In connection with any tender offer or other offer to purchase for all of the 2021 May Notes of a series, if Holders of not less than 90% of the aggregate principal amount of the then outstanding 2021 May Notes of such series validly tender and do not validly withdraw such 2021 May Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the 2021 May Notes of such series validly tendered and not validly withdrawn by such Holders, the Issuer 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 2021 May Notes of such series that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the repurchase date.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May July 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring prior to or on the date of redemption. (b) Prior to July 15, 2020, the Issuers may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with an amount not greater than the net cash proceeds of one or more Equity Offerings, upon notice as described under Section 3.03, at a redemption price equal to 105.75% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the applicable date of redemption; provided that (i) at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption (excluding Notes held by Venator and its Subsidiaries); and (ii) such redemption occurs within 120 days after the closing of such Equity Offering. Notice of any such redemption must be given within 90 days after the date of such Equity Offering. (c) Except pursuant to paragraph 6(aSections 5(a), 5(b), 5(e) and 6(b5(f) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s Issuers’ option prior to May July 15, 2020. (d) On or after May July 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountson the Notes, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October July 15 of each of the years indicated below: 2020 104.313 % 2021 102.875 % 2022 101.438 % 2023 and thereafter 100.000 % (e) The Issuers are entitled to redeem Notes, at their option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults interest payment date), in the event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuers or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (A) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (B) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or becomes effective on or after the Issue Date and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Article 5 of the Indenture is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. (f) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Issuers (or any third party making such Change of Control Offer or Alternate Offer in lieu of the Issuers as described in Section 4.10(c) of the Indenture) purchase all of the notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption priceprice equal to the Change of Control Payment or the Alternate Offer Payment, interest will cease as the case may be, plus, to accrue the extent not included in the Change of Control Payment or the Alternate Offer Payment, accrued and unpaid interest, if any, on the Notes or portions thereof called for that remain outstanding, to, but not including, the date of redemption (subject to the rights of Holders of record on the applicable relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Optional Redemption. (a) At any time prior and from time to May 15time on or after June 30, 20182016, holder(s) of at least 51% of the Class A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Class A Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (the “Redemption Notice”) to the Company specifying the intended date of redemption, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice (the “Redemption Date”). Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(a), the Company may on any one or more occasions redeem up shall forward a copy of such Redemption Notice to 35each holder of the Series A Preferred Shares, Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the aggregate principal amount then outstanding Series A Preferred Shares, holder(s) of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250least 45% of the principal amount then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Datethen outstanding Series B Preferred Shares), with the net cash proceeds holder(s) of an Equity Offering; provided that: (i) at least 6550% of the aggregate principal amount Series C Preferred Shares (including GS as long as it holds more than one-third of the Notes originally issued under then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Indenture (excluding Notes held by Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days to redeem all of the date then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Class A Preferred Shares, by written notice to the Company within 15 days from the Company’s receipt of the closing Redemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of such Equity Offeringdoubt, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Class A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(a). No redemption shall be effected under this Article 8(iii)(1)(a) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (b) At any time prior and from time to May 15time on or after June 30, 20202016, the Company may on any one or more occasions redeem all or a part holder(s) of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100least 51% of the principal amount Series A Preferred Shares then outstanding may require the Company to redeem all of the Notes redeemed, plus then outstanding Series A Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(b) shall deliver a Redemption Notice to the Applicable Premium (as calculated by Company specifying the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the intended date of redemption, subject which date shall be no less than thirty (30) days after the Redemption Date. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the Class A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series A Preferred Shares, by written notice to the rights Company within 15 days from the Company’s receipt of Holders the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b). For the avoidance of doubt, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(b). No redemption shall be effected under this Article 8(iii)(1)(b) unless the Company complies with its obligation to forward a copy of the relevant record date Redemption Notice to receive interest due on the relevant Interest Payment Dateholders of Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (c) Except At any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series B Preferred Shares then outstanding (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) may require the Company to redeem all of the then outstanding Series B Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to paragraph 6(athis Article 8(iii)(1)(c) and 6(bshall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) and paragraph 10 hereofdays after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c), the Notes will Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 50% of the Series C Preferred Shares, holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 50% of the Series E Preferred Shares shall have the right, but not be redeemable at the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series B Preferred Shares, by written notice to the Company within fifteen (15) days from the Company’s option prior receipt of the Redemption Notice delivered pursuant to May 15this Article 8(iii)(1)(c). For the avoidance of doubt, 2020holder(s) of at least 50% of the Series C Preferred Shares then outstanding, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 50% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series B Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(c). No redemption shall be effected under this Article 8(iii)(1)(c) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (d) On At any time upon and following the occurrence of a Series C Redemption Event (as defined in (i) below), and in any event at any time and from time to time on or after May 15June 30, 20202016, holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS for so long as it holds at least one-third of the then-outstanding Series C Preferred Shares) may require the Company to redeem all of the then outstanding Series C Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(d) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d), the Company may on any one shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series D Preferred Shares or more occasions holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all or a part of the Notesthen outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares or Series D Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d). For the avoidance of doubt, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares or Series E Preferred Shares at any time and from time to time on or after June 30, 2016, if holder(s) of the Series C Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(d). No redemption shall be effected under this Article 8(iii)(1)(d) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (e) At any time upon and following the occurrence of a Series D Redemption Event (as defined in (j) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series D Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares subject to and in accordance with this Article 8(iii), provided that ▇▇▇▇▇▇▇▇’▇ Series D Preferred Shares shall not be counted in favor of such demand for redemption if a ▇▇▇▇▇▇▇▇ Default has occurred. The holder(s) electing redemption pursuant to this Article 8(iii)(1)(e) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than 30 nor thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than 60 days’ noticeone-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series C Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e). (f) At any time upon and following the occurrence of a Series E Redemption Event (as defined in (k) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series E Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(f) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series C Preferred Shares or holder(s) of at least 50% of the then outstanding Series D Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f). (g) In the event of any redemption pursuant to this Article 8(iii), the redemption prices price per Series A Preferred Share shall equal 200% of the Original Series A Preferred Issue Price (expressed as percentages of principal amountAs Adjusted) set forth below, plus accrued and all declared but unpaid interest and Additional Amounts, if any, dividends on such Series A Preferred Share through the Notes redeemed, to the applicable date of redemptionredemption thereof, if redeemed during the twelve-month period beginning on October 15 redemption price per Series B Preferred Share shall equal 200% of the years indicated below, subject to the rights of Holders of Notes Original Series B Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.such Series B Preferred Share,

Optional Redemption. (a) At any time prior to May 15February 1, 20182017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ noticenotice to the Trustee and Holders of Notes, at a redemption price equal to 106.250106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption date of redemption (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the such redemption occurs within 90 not more than 180 days of after the date of the closing of such the relevant Equity Offering. (b) At any time prior to May 15, 2020, the Company The Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15, 2020option. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time or from time to time prior to May February 15, 20182025, the Company may on any one Issuer may, at its option, redeem all or more occasions redeem up to 35% a portion of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ prior written notice, at a redemption price Redemption Price equal to 106.250101% of the principal amount of the Notes redeemed, so redeemed plus accrued and unpaid interest and Additional Amounts, thereon (if any) to, to but not including including, the date of redemption Redemption Date (subject to the rights right of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant ). At any time or from time to paragraph 6(a) and 6(b) and paragraph 10 hereoftime on or after February 15, 2025, the Notes will not be redeemable Issuer may, at the Company’s option prior to May 15its option, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part portion of the Notes, upon not less than 30 10 nor more than 60 days’ prior written notice, at a Redemption Price equal to 100% of the redemption prices principal amount of the Notes so redeemed plus accrued and unpaid interest thereon (expressed as percentages 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 due on the relevant Interest Payment Date). Notwithstanding the foregoing, in connection with any tender offer for the Notes, including any offer to purchase Notes pursuant to Section 9.10 and 9.13 of the Indenture, if Holders of not less than 90% in aggregate principal amountamount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Issuer) set forth belowor repurchase (with respect to a third-party) all Notes that remain outstanding following such purchase at a Redemption Price equal to the greater of (i) the highest price offered to any other Holder in such tender offer or other offer to purchase (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any holder in such tender offer payment) and (ii) par, plus accrued and unpaid interest and Additional Amounts, (if any) thereon, on to, but excluding the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated belowredemption or Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the date of redemption or Redemption Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 . Once notice of redemption is sent in accordance with Section 10.05 hereof, Notes called for redemption become irrevocably due and thereafter 100.000 % Unless payable on the Company defaults Redemption Date at the Redemption Price. Notice of any redemption of the Notes may, at the Issuer’s discretion, be given in connection with any equity offering, other transaction (or series of related transactions) or event that constitutes a Change of Control and prior to the completion or the occurrence thereof, and any such redemption thereof may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related equity offering, transaction or other event, as the case may be. If any redemption is so subject to the satisfaction of 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 waived, or such redemption or purchase may not occur and any such notice with respect to such redemption 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 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 such conditions will not be satisfied or waived. If the Issuer has given notice of redemption as provided in the Indenture and made available funds for the redemption of the Notes (or any portion thereof) called for redemption on or prior to the redemption date referred to in such notice, those Notes will cease to bear interest on that redemption date and the only right of the holders of those Notes will be to receive payment of the redemption price. The Issuer and its Affiliates may acquire Notes by means other than a redemption, interest will cease to accrue on whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the Notes or portions thereof called for redemption on terms of the applicable redemption dateIndenture.

Optional Redemption. (a) At any time prior to May 15April 1, 20182022, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250107.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15April 1, 20202022, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(a) this clause 5 and 6(b) and paragraph 10 hereofclause 7 below, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15April 1, 20202022. (d) On or after May 15to April 1, 20202022, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 April 1 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2022 101.042 105.625 % 2023 103.750 % 2024 101.875 % 2025 and thereafter 100.000 % Unless the Company Issuer 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.

Optional Redemption. (a) At any time Except as set forth in clauses (b) or (c) of this Section 3.7, the Issuers shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to May 151, 20182003. Thereafter, the Company may on any one or more occasions Issuers shall have the option to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On in whole or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemed, thereon to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 May 1 of the years indicated below: YEAR REDEMPTION PRICE ---- ---------------- 2003 104.813% 2004 103.208% 2005 101.604% 2006 and thereafter 100.000% (b) Notwithstanding the provisions of clause (a) of this Section 3.7, subject at any time prior to May 1, 2001, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the rights redemption date, with the net cash proceeds of Holders any Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes on issued under this Indenture remains outstanding immediately after the relevant record date to receive interest on occurrence of such redemption (excluding Notes held by the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 Issuers and thereafter 100.000 % Unless the Company defaults in the payment their Subsidiaries); and provided further, that such redemption shall occur within 45 days of the redemption pricedate of the closing of such Equity Offering. (c) At any time prior to May 1, interest will cease to accrue on 2003, the Notes or portions may also be redeemed, as a whole but not in part, 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 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% of the principal amount thereof called for plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of redemption on (the applicable "Redemption Date"). (d) Any redemption datepursuant to this Section 3.7 shall be made pursuant to the provisions of Section 3.1 through 3.6 hereof.

Optional Redemption. (a) At any time prior and from time to May 15time on or after June 30, 20182016, holder(s) of at least 51% of the Class A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Class A Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(a) shall deliver a written notice (the “Redemption Notice”) to the Company specifying the intended date of redemption, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice (the “Redemption Date”). Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(a), the Company may on any one or more occasions redeem up shall forward a copy of such Redemption Notice to 35each holder of the Series A Preferred Shares, Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the aggregate principal amount then outstanding Series A Preferred Shares, holder(s) of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250least 45% of the principal amount then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Datethen outstanding Series B Preferred Shares), with the net cash proceeds holder(s) of an Equity Offering; provided that: (i) at least 6550% of the aggregate principal amount Series C Preferred Shares (including GS as long as it holds more than one-third of the Notes originally issued under then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Indenture (excluding Notes held by Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days to redeem all of the date then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Class A Preferred Shares, by written notice to the Company within 15 days from the Company’s receipt of the closing Redemption Notice delivered pursuant to this Article 8(iii)(1)(a). For the avoidance of such Equity Offeringdoubt, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Class A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(a). No redemption shall be effected under this Article 8(iii)(1)(a) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (b) At any time prior and from time to May 15time on or after June 30, 20202016, the Company may on any one or more occasions redeem all or a part holder(s) of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100least 51% of the principal amount Series A Preferred Shares then outstanding may require the Company to redeem all of the Notes redeemed, plus then outstanding Series A Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(b) shall deliver a Redemption Notice to the Applicable Premium (as calculated by Company specifying the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the intended date of redemption, subject which date shall be no less than thirty (30) days after the Redemption Date. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the Class A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series A Preferred Shares, by written notice to the rights Company within 15 days from the Company’s receipt of Holders the Redemption Notice delivered pursuant to this Article 8(iii)(1)(b). For the avoidance of doubt, holder(s) of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 50% of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series A Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(b). No redemption shall be effected under this Article 8(iii)(1)(b) unless the Company complies with its obligation to forward a copy of the relevant record date Redemption Notice to receive interest due on the relevant Interest Payment Dateholders of Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (c) Except At any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series B Preferred Shares then outstanding (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) may require the Company to redeem all of the then outstanding Series B Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to paragraph 6(athis Article 8(iii)(1)(c) and 6(bshall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) and paragraph 10 hereofdays after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c), the Notes will Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 50% of the Series C Preferred Shares, holder(s) of at least 50% of the Series D Preferred Shares or holder(s) of at least 50% of the Series E Preferred Shares shall have the right, but not be redeemable at the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series B Preferred Shares, by written notice to the Company within fifteen (15) days from the Company’s option prior receipt of the Redemption Notice delivered pursuant to May 15this Article 8(iii)(1)(c). For the avoidance of doubt, 2020holder(s) of at least 50% of the Series C Preferred Shares then outstanding, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 50% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series B Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(c). No redemption shall be effected under this Article 8(iii)(1)(c) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (d) On At any time upon and following the occurrence of a Series C Redemption Event (as defined in (i) below), and in any event at any time and from time to time on or after May 15June 30, 20202016, holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS for so long as it holds at least one-third of the then-outstanding Series C Preferred Shares) may require the Company to redeem all of the then outstanding Series C Preferred Shares subject to and in accordance with this Article 8(iii). The holder(s) electing redemption pursuant to this Article 8(iii)(1)(d) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d), the Company may on any one shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the then outstanding Series D Preferred Shares or more occasions holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all or a part of the Notesthen outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares or Series D Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d). For the avoidance of doubt, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares or Series E Preferred Shares at any time and from time to time on or after June 30, 2016, if holder(s) of the Series C Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(d). No redemption shall be effected under this Article 8(iii)(1)(d) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series D Preferred Shares and Series E Preferred Shares. (e) At any time upon and following the occurrence of a Series D Redemption Event (as defined in (j) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series D Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares subject to and in accordance with this Article 8(iii), provided that ▇▇▇▇▇▇▇▇’▇ Series D Preferred Shares shall not be counted in favor of such demand for redemption if a ▇▇▇▇▇▇▇▇ Default has occurred. The holder(s) electing redemption pursuant to this Article 8(iii)(1)(e) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than 30 nor thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e), the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than 60 days’ noticeone-third of the then outstanding Series B Preferred Shares), holder(s) of at least 50% of the redemption prices (expressed as percentages then outstanding Series C Preferred Shares or holder(s) of principal amount) set forth belowat least 45% of the then outstanding Series E Preferred Shares shall have the right, plus accrued and unpaid interest and Additional Amounts, if any, on but not the Notes redeemedobligation, to request the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 Company to redeem all of the years indicated belowthen outstanding Class A Preferred Shares, subject Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the rights of Holders of Notes on Company within fifteen (15) days from the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment Company’s receipt of the redemption price, interest will cease Redemption Notice delivered pursuant to accrue on the Notes or portions thereof called for redemption on the applicable redemption datethis Article 8(iii)(1)(e).

Optional Redemption. (a) At The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to May 15, 20182043, as a whole or in part, at the Company may on any one or more occasions redeem up to 35% election of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ noticeCompany, at a redemption price equal to 106.250the greater of: (i) 100% of the principal amount of the Notes redeemedSecurities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed discounted to, but not including, the Redemption Date (not including any portion of such payments of interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, accrued and unpaid interest and Additional Amountson the Securities of this series to, if any, to but not including including, the date Redemption Date. The Securities of redemption (this series are subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor or more than 60 days’ noticenotice to the Holders of such Securities as provided in the Indenture, at any time or from time to time on and after May 15, 2043, as a whole or in part, at the election of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date Securities of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, this series being redeemed plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedSecurities of this series to, to but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Redemption Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May January 15, 20182017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided provided, that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 20202017, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if anyto, to but not including 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 Dateinterest payment date. (c) Except pursuant to this paragraph 6(a) and 6(b) 5 and paragraph 10 hereof7 below, the Notes will not be redeemable at the CompanyIssuer’s option prior to May January 15, 20202017. (d) On or after May to July 15, 20202017, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October January 15 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2017 104.313 % 2018 102.875 % 2019 101.438 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company Issuer 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.

Optional Redemption. (a) At any time prior to May 15September 1, 20182012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity OfferingOffering by the Company; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15September 1, 20202012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant Interest Payment Dateinterest payment date that is on or prior to the applicable date of redemption: 2020 103.125 Year Percentage 2012 105.313 % 2021 102.083 % 2022 101.042 % 2023 2013 and thereafter 100.000 % (c) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to paragraphs 5(a) and 5(c), the Notes are not redeemable at the Company’s option prior to September 1, 2012. The Company is not, however, prohibited under the Indenture from acquiring the Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of the Indenture. 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.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 35% August 15, 2011. The Company is not prohibited by the terms of the aggregate principal amount of Notes issued under the Indenture, upon giving however, from acquiring the Notes pursuant to an issuer tender offer, in open market transactions or otherwise, so long as such acquisition does not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% otherwise violate the terms of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately Indenture. On or after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May August 15, 20202011, the Company may on any one or more occasions will have the option to redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 Year Percentage 2011 105.8750 % 2021 102.083 2012 102.9375 % 2022 101.042 % 2023 2013 and thereafter 100.000 100.0000 % (b) At any time prior to August 15, 2010, the Company may on any 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 111.750% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of one or more Equity Offerings by a direct or indirect parent of the Company; provided that at least 50% in aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. (c) At any time prior to August 15, 2011, the Company 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 and Special 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. (d) 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.

Optional Redemption. (a) At any time prior to May 15March 1, 20182013, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250108.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the a relevant record date to receive interest on the a relevant Interest Payment Date), interest payment date) with the net cash proceeds of an Equity OfferingOffering by Express or a contribution to Express’ common equity capital made with the net cash proceeds of a concurrent Equity Offering by Express’ direct or indirect parent, including Parent; provided that: (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Issuers, any direct or indirect parent of Express, including Parent, and its Express’ Subsidiaries) remains remain outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15March 1, 20202014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the applicable date of redemption, subject to the rights of Holders on the a relevant record date to receive interest due on the a relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to May 15March 1, 20202014. (d) On or after May 15March 1, 20202014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 March 1 of the years indicated below, subject to the rights of Holders of Notes on the a relevant record date to receive interest on the a relevant Interest Payment Dateinterest payment date: 2020 103.125 2014 104.375 % 2021 102.083 2015 102.188 % 2022 101.042 % 2023 2016 and thereafter 100.000 % Unless the Company defaults Issuers default 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notices of any redemption made pursuant to this Section 3.07 may specify one or more conditions precedent to such redemption.

Optional Redemption. (a) At any time prior to May 15April 1, 20182020, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250100.000% of the principal amount of the Notes redeemed, redeemed plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment interest payment date. (b) At any time and from time to time prior to April 1, 2020, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount of Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15April 1, 2020. (d) On At any time and from time to time on or after May 15April 1, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 April 1 of each of the years indicated in the table below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2020 103.125 104.125 % 2021 102.083 102.750 % 2022 101.042 101.375 % 2023 and thereafter 100.000 % % (e) Unless the Company Issuer 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. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making a such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

Optional Redemption. (a) Except pursuant to the following paragraphs, the Notes will not be redeemable at the Company’s option prior to January 1, 2025. (b) At any time prior to May 15January 1, 20182025, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds of from an Equity Offering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Parent, the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) in each case, the redemption occurs within 90 days of the date of after the closing of such Equity Offering. (bc) At any time prior to May 15January 1, 20202025, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including 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. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020interest payment date. (d) The Notes may be redeemed pursuant to Section 4.15(e) hereof. (e) On or after May 15January 1, 20202025, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 January 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 Year Percentage 2025 102.813 % 2021 102.083 2026 101.406 % 2022 101.042 % 2023 2027 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. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer, the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption.

Optional Redemption. (a) At On and after March 1, 2008, the Notes will be redeemable, at the Company's option, in whole at any time prior or in part from time to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturetime, upon giving not less than 30 nor more than 60 days’ ' prior notice, at a the following redemption price equal to 106.250% prices (expressed in percentages of principal amount), if redeemed during the 12-month period commencing March 1 of the principal amount of the Notes redeemedyears set forth below, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption date of redemption (subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65): REDEMPTION YEAR PRICE -------------------------------------- ----------- 2008.................................. 104.625% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company 2009.................................. 102.313% 2010 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.thereafter................... 100.000% (b) At any time prior Prior to May 15March 1, 20202008, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, in whole at any time or in part from time to time, upon giving not less than 30 nor more than 60 days’ ' prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including the applicable redemption date of redemption, (subject to the rights right of Holders the holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to May 15March 1, 2020. (d) On or after May 15, 20202007, the Company may on any may, at its option, redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more occasions redeem all Equity Offerings by Parent or the Company so long as there is a part Public Market at the time of such redemption, at a redemption price equal to 109.250% of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemed, to the applicable date of redemption; provided, if redeemed during the twelve-month period beginning on October 15 however, that after any such redemption at least 65% of the years indicated belowaggregate principal amount of the Notes issued under this Indenture remains outstanding. In order to effect the foregoing redemption with the proceeds of any Equity Offering, subject the Company shall make such redemption not more than 60 days after the consummation of any such Equity Offering. (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the rights provisions of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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 dateSection 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May March 15, 20182024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring prior to or on the date of redemption. (b) At any time prior to March 15, 2024, the Issuer may, at its option on any one or more occasions following any Equity Offering, redeem Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price of 104.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, thereon up to, but excluding, the redemption date (subject to the rights of holders of Notes on a relevant record date to receive interest due on an interest payment date that occurs prior to the redemption date), and any amount payable in any such redemption can be funded from any source; provided that: (1) at least 50% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or its affiliates); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) Except pursuant to paragraph 6(aSections 3.07(a), 3.07(b), 3.08 and 4.10(e) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the CompanyIssuer’s option prior to May March 15, 20202024. (d) On or after May March 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountson the Notes, if any, on the Notes redeemedto, to but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October March 15 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2024 102.313 % 2021 102.083 2025 101.156 % 2022 101.042 % 2023 2026 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.%

Optional Redemption. (a) At any time Except as set forth in the following paragraph, the Securities will not be redeemable at the option of the Company prior to May July 15, 20182005. Thereafter, the Company may on any one or more occasions redeem up to 35% Securities will be redeemable at the option of the aggregate principal amount of Notes issued under the IndentureCompany, upon giving in whole or in part, on not less than 30 nor more than 60 days’ ' prior notice, at the following redemption prices (expressed as percentages of principal amount ), 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, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 15 of the years set forth below: Redemption Year Price ---------------------------------------------------- 2005 105.313 % 2006 103.542 % 2007 101.771 % 2008 and thereafter 100.000 % In addition, at any time and from time to time prior to July 15, 2003, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities with the proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings to the extent that the proceeds thereof are contributed to the Company, at a redemption price equal to 106.250110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date redemption date; provided, however, that, after -------- ------- giving effect to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) any such redemption at least 65% of the original aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) Securities remains outstanding immediately after the occurrence of outstanding. In addition, any such redemption; and (ii) the redemption occurs shall be made within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, Offering upon giving not less than 30 nor more than 60 days’ notice' 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 July 15, 2005, 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% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium (as calculated by the Company) as of, and accrued and but unpaid interest and Additional Amountsinterest, if any, to but not including to, the date of redemptionredemption date, subject to the rights right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May July 15, 20182017, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May July 15, 20202017, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(a) the preceding paragraphs and 6(b) and paragraph 10 hereofSection 3.10 of this Indenture, the Notes will not be redeemable at the Company’s Issuers’ option prior to May July 15, 20202017. (d) On or after May July 15, 20202017, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October July 15 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): Year Percentage 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults Issuers default 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May August 15, 20182023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 106.250109.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds of an Equity Offering; , provided that: (iA) at least 65% of the aggregate principal amount of the Notes originally issued under on the date of the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all Notes are redeemed substantially concurrently therewith); and (iiB) the redemption occurs within 90 180 days of after the date of the closing of such Equity Offering. (b) At any time prior to May August 15, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by of the Company) as ofredemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. The Company shall notify the Trustee of the Applicable Premium promptly after calculation, and the Trustee shall not be responsible for such calculation nor shall it verify such calculation. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May August 15, 20202023. (d) On or after May August 15, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticenotice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage 2023 106.938 % 2021 102.083 2024 102.313 % 2022 101.042 % 2023 and thereafter 2025 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.

Optional Redemption. (a) At any time prior to May 15, 2018Except as described below under clause 5(c) hereof, the Company Fixed Rate Notes will not be redeemable at the Issuer’s option before August 23, 2014. (b) On and after August 23, 2014, the Issuer may on any one redeem all or more occasions redeem up to 35% a part of the aggregate principal amount of Notes issued under the IndentureFixed Rate Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject prior notice mailed by first-class mail to the rights registered address of Holders each Holder of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Fixed Rate Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Fixed Rate Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant At any time prior to paragraph 6(a) and 6(b) and paragraph 10 hereofAugust 23, 2014, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the redemption prices (expressed principal amount of such Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowof, plus and accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated belowRedemption Date, subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless . (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to the Company defaults in the payment provisions of Sections 3.01 through 3.07 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateIndenture.

Optional Redemption. (a) At any time prior to May December 15, 20182012, the Company may Issuers may, at their joint option, on any one or more occasions redeem up to 35% of the aggregate principal amount of their respective Notes issued under the IndentureIndenture as Units, upon giving not less than 30 thirty (30) nor more than 60 sixty (60) days’ notice, at a redemption price equal to 106.250113% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), interest payment date) with the net cash proceeds of an Equity OfferingOffering by the Company; provided that: (iA) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (iiB) the redemption occurs within 90 sixty (60) days of the date of the closing of such Equity Offering. (b) At any time prior to May December 15, 20202013, the Company may Issuers may, at their joint option, on any one or more occasions redeem all or a part of the NotesNotes as Units, upon giving not less than 30 thirty (30) nor more than 60 sixty (60) days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(a) and 6(b) the preceding paragraphs and paragraph 10 hereof(7) below, the Notes will not be redeemable at the Company’s Issuers’ option prior to May December 15, 20202013. (d) On or after May December 15, 20202013, the Company may Issuers may, at their joint option, on any one or more occasions redeem all or a part of the NotesNotes as Units, upon not less than 30 thirty (30) nor more than 60 sixty (60) days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 Year Percentage 2013 106.500 % 2021 102.083 2014 103.250 % 2022 101.042 % 2023 2015 and thereafter 100.000 % Unless the Company an Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Canadian Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) At any time prior to May 15, 20182013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250111.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an a sale of Equity OfferingInterests (other than Disqualified Stock) of the Company or a contribution to the Company’s common equity capital; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) . Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthis Section 3.07(a), the Notes will not be redeemable at the Company’s option prior to May 15, 20202014. The Company is not, however, prohibited under this Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of this Indenture. (db) On or after May 15, 20202014, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2014 105.875 % 2021 102.083 2015 102.938 % 2022 101.042 % 2023 2016 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. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May September 15, 20182012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ ' notice, at a redemption price equal to 106.250114.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an from one or more Equity OfferingOfferings by the Company; provided that: (iA) at least 65% of the aggregate principal amount of the Initial Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (iiB) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May September 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 20202012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ ' notice, 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, the applicable 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. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company's option prior to September 15, 2012. (d) On or after September 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage ---- ---------- 2012 107.1250% 2021 102.083 2013 103.5625% 2022 101.042 % 2023 2014 and thereafter 100.000 100.000% 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.

Optional Redemption. (a) At any time prior to May August 15, 20182025, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250% (expressed as a percentage of the principal amount of the Notes to be redeemed, ) equal to 100.000% plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment interest payment. (b) At any time and from time to time prior to August 15, 2025, the Company may on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 35.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 109.00%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings; provided that not less than 60.0% of the original aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption, excluding Notes held by the Company or any of its Restricted Subsidiaries; provided further that each such redemption occurs not later than 90 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5; and provided further still that prior to the Company’s exercise of its redemption rights under this Section 5.6(b) it shall have first fully exercised its corresponding redemption right in respect of the 2028 Notes. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.6, the Notes will not be redeemable at the CompanyIssuer’s option prior to May August 15, 20202025. (d) On At any time and from time to time on or after May August 15, 20202025, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October August 15 of each of the years indicated in the table below: Year Percentage 2025 104.500% 2026 103.000% 2027 101.500% 2028 and thereafter 100.000% (e) Notwithstanding the foregoing, subject in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Disposition Offer or Asset Disposition Offer, 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 offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the rights of Holders Trustee, to each Holder of Notes on to the relevant record address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to receive interest on redeem all Notes that remain outstanding following such purchase at a redemption price equal to the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 price offered to each other Holder (excluding any early tender or incentive fee payable in a tender offer other than a Change of Control Offer, Collateral Disposition Offer or Asset Disposition Offer) in such tender offer plus, to the extent not included in the tender offer payment, accrued and thereafter 100.000 % unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company Issuer 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. (g) For the avoidance of doubt, the requirement to make any payment described in this Section 5.6 shall only arise in connection with the Issuer’s voluntary election, if any, to redeem Notes pursuant to the optional redemption dateprovisions of this Indenture, and not in connection with any other payment, distribution, recovery or satisfaction in respect of the Notes, including in the case of a default, voluntary or otherwise. (h) [reserved]. (i) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.5.

Optional Redemption. (a) At any time prior The Notes are not subject to May 15optional redemption except as provided in this Section 3.07. (b) On or after March 1, 20182024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On in whole or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 30 nor 15 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2024 103.375% 2025 102.250% 2026 101.125% 2027 and thereafter 100.000% (c) Prior to March 1, 2024, the Company may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of Notes originally issued (calculated after giving effect to any issuance of Additional Notes), upon not less than 15 or more than 60 days’ notice, at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date: 2020 103.125 Date that is on or prior to the date of redemption), in an amount not greater than the Net Cash Proceeds of one or more Equity Offerings; provided that at least 65% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless of the aggregate principal amount of Notes originally issued (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after such redemption (excluding Notes held by the Company defaults and its Subsidiaries) and that such redemption occurs within 180 days following the closing of any such Equity Offering. (d) In addition, prior to March 1, 2024, the Company may, on any one or more occasions, redeem the Notes, in the payment whole or in part, upon not less than 15 or more than 60 days’ notice, 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 excluding, the redemption price, interest will cease date (subject to accrue the right of Holders of record on the Notes relevant record date to receive interest due on an Interest Payment Date that is on or portions thereof called for prior to the date of redemption). (e) Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.1 through 3.06.

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to May April 15, 2018, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date). (b) Prior to April 15, 2018, the Company may on any at its option, with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, (including Additional Notes) at a redemption price Redemption Price equal to 106.250107.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date); provided that (1) at least 50% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and (including Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its SubsidiariesNotes) remains outstanding immediately after the occurrence of any such redemptionredemption (excluding Notes held by the Company or its Subsidiaries); and and (ii2) the any such redemption occurs within 90 days of the date of following the closing of any such Qualified Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(aclause (a) and 6(bor (b) and paragraph 10 hereofof this Section 3.07 or pursuant to Section 3.09, the Notes will shall not be redeemable at the Company’s option prior to May April 15, 20202018. (d) On The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after May April 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes2018, upon not less than 30 nor more than 60 days’ notice, notice at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but not including, the redemption date (subject to the right of registered Holders of the Notes redeemed, on a relevant Record Date to the applicable date of redemptionreceive interest due on a relevant Interest Payment Date), if redeemed during the twelve12-month period beginning on October April 15 of the years indicated below, subject : Year Percentage 2018 ........................................................................................................................... 105.250% 2019............................................................................................................................ 103.500% 2020............................................................................................................................ 101.750% 2021 and thereafter .................................................................................................... 100.000% (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the rights provisions of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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 dateSections 3.01 through 3.06.

Optional Redemption. (a) At any time prior to May February 15, 20182024, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the IndentureIndenture (calculated after giving effect to any Issuance of Additional Notes), upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with an amount of cash no greater than the net cash proceeds of an from all Equity OfferingOfferings by the Company since the Issue Date; provided that: (i) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May February 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionredemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May February 15, 20202024. (d) On or after May February 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amountamount of the Notes redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to (but excluding) the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2024 102.563% 2021 102.083 2025 101.281% 2022 101.042 % 2023 2026 and thereafter 100.000 100.000% 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. The Company shall calculate the redemption price.

Optional Redemption. (a) At any time prior to May June 15, 20182015, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250108.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains remain outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May June 15, 2020, 2015 the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by of the Company) as ofdate of redemption, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to May June 15, 2020. (d) 2015. On or after May June 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2015 106.281 % 2021 102.083 2016 104.188 % 2022 101.042 2017 102.094 % 2023 2018 and thereafter 100.000 % % (d) Unless the Company Issuer 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. (e) Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in Section 2.11, the Company may on any one or more occasions shall not be entitled to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (db) On or and after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemedthereon, to the applicable date of redemption, if redeemed during redemption (the twelve-month period beginning on October 15 of the years indicated below“Redemption Date”), subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed beginning on May 15 of the years indicated below: 2020 103.125 103.500 % 2021 102.083 102.333 % 2022 101.042 101.167 % 2023 and thereafter 100.000 % Unless Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or (in the case of a Change of Control Offer) any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all 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 payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (c) Any redemption made pursuant to this Section 2.10 shall be made in accordance with Article III of the redemption priceOriginal Indenture, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateexcept as expressly set forth in this Section 2.10.

Optional Redemption. (a) At any time prior to May 15October 31, 20182023, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250100.000% of the principal amount of the Notes redeemed, redeemed plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and any Additional AmountsInterest, if any, to to, but not including excluding, the redemption date of redemption(the “redemption date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) At any time and from time to time prior to October 31, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 103.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the applicable redemption date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the original aggregate principal amount of Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed or repurchased substantially concurrently; provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15October 31, 20202023. (d) On At any time and from time to time on or after May 15October 31, 20202023, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to but excluding the applicable redemption date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 31 of each of the years indicated in the table below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2023 101.938 % 2021 102.083 2024 100.969 % 2022 101.042 % 2023 2025 and thereafter 100.000 % % (e) Unless the Company Issuer 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. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making a such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

Optional Redemption. (a) At any time prior to May 151, 20182024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250of 104.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 151, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ prior 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, if any, to but excluding 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. (c) Except pursuant to clauses (a) and (b) above, the Notes are not redeemable at the Company’s option prior to May 1, 2024. The Company and its subsidiaries are not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (d) On or after May 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 May 1 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 interest payment date): 2024 102.188 % 2021 102.083 2025 101.094 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (e) If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% Unless in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such tender offer expiration date, to redeem the Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer, plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the redemption priceaggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase, interest will cease the denominator in such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of the Indenture to accrue on the Notes or portions thereof called for redemption on the applicable redemption datecontrary).

Optional Redemption. (a) At any time prior to May October 15, 20182024, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.250100.000% of the principal amount of the Notes redeemed, redeemed plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment interest payment date. (b) At any time and from time to time prior to October 15, 2024, the Company may, on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 104.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 40.0% of the original aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.6, the Notes will not be redeemable at the Company’s option prior to May October 15, 20202024. (d) On At any time and from time to time on or after May October 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated in the table below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2024 102.188 % 2021 102.083 2025 101.094 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90.0% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) 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. (g) Any redemption datepursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. ​ (a) At any time prior Prior to May June 15, 20182024, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under (calculated after giving effect to any issuance of Additional Notes) with the Indenturenet cash proceeds of one or more Equity Offerings, upon giving not less than 30 10 days’ nor more than 60 days’ noticenotice mailed or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the Applicable Procedures of DTC, at a redemption price equal to 106.250103.625% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable redemption date; provided that: (1) at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under the Indenture remain outstanding after each such redemption; and (2) such redemption occurs within 120 days after the closing of such Equity Offering. ​ (b) At any time prior to June 15, 2024, the Company may redeem the Notes, in whole at any time and in part from time to time, upon not less than 10 days’ nor more than 60 days’ prior notice mailed or otherwise delivered to each Holder in accordance with the Applicable Procedures of DTC, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the redemption date. ​ (c) On and after June 15, 2024, the Company may redeem the Notes, in whole at any time or in part from time to time, upon not including less than 10 days’ nor more than 60 days’ notice sent or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the Applicable Procedures of DTC, at the redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes, to, but excluding, the applicable date of redemption (subject to the rights of Holders holders of Notes record on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below: ​ 2024 ​ 101.813 % 2025 ​ 100.906 % 2026 and thereafter ​ 100.000 % ​ (d) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, subject or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date, provided that any Holder of such Notes may, to the rights extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Holders Section 4.20 of Notes on the relevant record date Indenture with respect to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company defaults in may not redeem that Holder’s Notes pursuant to this clause (d). ​ (e) Any prepayment pursuant to this paragraph 5 shall be made pursuant to the payment provisions of Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.Indenture. ​

Optional Redemption. (a) At any time prior to May January 15, 20182017, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date if the Notes have not been redeemed prior to such date), with the net cash proceeds of an Equity Offering; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 20202017, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including 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 Dateinterest payment date. (c) Except pursuant to paragraph 6(a) the preceding paragraphs and 6(b) and paragraph 10 hereofSection 3.10 of this Indenture, the Notes will not be redeemable at the CompanyIssuer’s option prior to May January 15, 20202017. (d) On or after May January 15, 20202017, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if anyinterest, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 January of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: interest payment date if the Notes have not been redeemed prior to such date): 2017 104.313 % 2018 102.875 % 2019 101.438 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company Issuer 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. (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May 15July 1, 20182019, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 106.250100.000% of the principal amount of the Notes redeemed, redeemed plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment interest payment date. (b) At any time and from time to time prior to July 1, 2019, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount of Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15July 1, 20202019. (d) On At any time and from time to time on or after May 15July 1, 20202019, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustees and the Agent to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional AmountsInterest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 July 1 of each of the years indicated in the table below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2019 104.125 % 2020 103.125 102.750 % 2021 102.083 101.375 % 2022 101.042 % 2023 and thereafter 100.000 % % (e) Unless the Company Issuer 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. (f) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) At any time prior to May 15July 1, 20182023, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250105.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption (subject to the rights of Holders of Notes on the a relevant record date to receive interest on the relevant an Interest Payment Date), Date occurring on or prior to the redemption date) with the net cash proceeds of an Equity Offering; provided that: (iA) at least 6550% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company, any direct or indirect parent of the Company and its SubsidiariesAffiliates) remains remain outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are redeemed substantially concurrently); and (iiB) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15July 1, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption date, subject to the rights of Holders on the a relevant record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Except pursuant to paragraph 6(athe preceding paragraphs (a) and 6(b) and paragraph 10 hereof(b), the Notes will not be redeemable at the Company’s option prior to May 15July 1, 20202023. (d) On or after May 15July 1, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve12-month period beginning on October 15 July 1 of each of the years indicated below, subject to the rights of Holders of Notes on the a relevant record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date: 2020 103.125 Year Percentage 2023 102.750 % 2021 102.083 2024 101.375 % 2022 101.042 % 2023 2025 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. Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer (as defined below) or Asset Sale Offer (as defined in the Indenture), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, 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 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In connection with any redemption of the Notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’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 Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction, and may include multiple amounts of Notes that may be redeemed and the conditions precedent applicable to such amounts. If such redemption or purchase 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 Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase 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 redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

Optional Redemption. (a) At any time prior to May July 15, 20182024, the Company Issuers may on any one redeem the Notes, in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice delivered electronically, at a redemption price equal to 106.250% in accordance with the Depositary’s procedures in the case of the principal amount of the Global Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject or mailed by first-class mail to the rights registered address of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), each Holder or otherwise in accordance with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, Depositary’s procedures at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of redemption (as calculated by the Company“Redemption Date”) as ofand, and without duplication, accrued and unpaid interest and Additional Amountsthereon, if any, to but not including excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (cb) Except pursuant to paragraph 6(a) On and 6(b) and paragraph 10 hereofafter July 15, 2024, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amountamount of Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October July 15 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2024 102.250 % 2021 102.083 2025 101.125 % 2022 101.042 % 2023 2026 and thereafter 100.000 % (c) At any time (which may be more than once) prior to July 15, 2024, the Issuers may, at their option, redeem up to 40% Unless of the Company defaults aggregate principal amount of Notes at a redemption price equal to 104.500% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Parent (“Business Unit Disposition”), in each case to the extent such net cash proceeds are received by or contributed to Parent or a Restricted Subsidiary of Parent; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date 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 or such Business Unit Disposition. Notice of any optional redemption, including upon any Equity Offering or Business Unit Disposition, may be given prior to the redemption 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 or Business Unit Disposition, if applicable. If such redemption is subject to satisfaction of one or more conditions precedent, the notice of such redemption shall state that, in the payment Issuers’ 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 Redemption Date, or by the Redemption Date so delayed. (d) Except pursuant to clause (a), (b) or (c) of the redemption pricethis Section 3.07 and Section 3.09, interest will cease to accrue on the Notes or portions thereof called for will not be redeemable at the Issuers’ option prior to maturity. (e) Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At Except as set forth in subparagraph (b) of this Section 5, the Notes will not be redeemable at the Company’s option prior to May 1, 2010. On or after May 1, 2010, the Company may redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2010 104.875 % 2011 102.438 % 2012 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to May 151, 20182009, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture at a redemption price equal to 106.250of 109.750% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with the net cash proceeds of an one or more Public Equity OfferingOfferings; provided that: (i) at At least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the The redemption occurs within 90 days of the date of the closing of such Public Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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 May 1, 2010, the Company may also redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ prior 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 and Liquidated Damages, if any, to 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.

Optional Redemption. (a) At any time prior to May 15February 21, 20182027, the Company may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at its option, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice by electronic delivery or by first class mail, at postage prepaid, with a redemption price equal copy to 106.250% the Trustee, to each Holder to the address of the principal amount of such Holder appearing in the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticeRegister, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment interest payment date. (b) At any time and from time to time prior to February 21, 2027, the Company may redeem the Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 111.250% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering and (2) not less than 50% of the aggregate principal amount of the Notes issued under this Indenture on the Issue Date remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Section 5.1 through Section 5.6. (c) Except pursuant At any time and from time to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On time on or after May 15February 21, 20202027, the Company may on any one redeem the Notes in whole or more occasions redeem all or a part of the Notesin part, at their option, upon not less than 30 10 nor more than 60 days’ noticenotice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Notes Register at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October 15 February 21 of the years year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage 2027 105.625 % 2021 102.083 2028 102.813 % 2022 101.042 % 2023 2029 and thereafter 100.000 % (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% Unless in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company defaults 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 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the redemption priceaggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, interest will cease to accrue on including a Change of Control Offer or Asset Disposition Offer, the Notes owned by the Company or portions thereof called their Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for redemption on the applicable redemption datepurposes of such tender offer.

Optional Redemption. (a) Except pursuant to the following paragraphs, the Notes will not be redeemable at the Company’s option prior to January 1, 2025. (b) At any time prior to May 15January 1, 20182025, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsto, if any, to but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with in an amount not to exceed the net cash proceeds of from an Equity Offering; provided that: (i1) at least 6560% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Parent, the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) in each case, the redemption occurs within 90 days of the date of after the closing of such Equity Offering. (bc) At any time prior to May 15January 1, 20202025, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May 15June 1, 20182013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250110.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), ) with the net cash proceeds of an Equity OfferingOffering by the Company or a capital contribution to the Company’s common equity made with the net cash proceeds of a concurrent Equity Offering by the Company’s direct or indirect parent; provided that: (iA) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (iiB) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15June 1, 20202014, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15June 1, 20202014. (d) On or after May 15June 1, 20202014, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 June 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage 2014 105.438 % 2021 102.083 2015 102.719 % 2022 101.042 % 2023 2016 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.

Optional Redemption. (a) The Notes will not be subject to any redemption at the option of the Company except as set forth in the following paragraphs. (b) The Notes may be redeemed, in whole part or in part, at any time prior to November 1, 2008 at the option of the Company 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, as determined by the Reference Treasury Dealer, the sum of the present values of the Remaining Schedule Payments discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption. (c) At any time prior to May 15November 1, 20182006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture at a redemption price equal to 106.250of 110% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the Indenture occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption); and (ii2) the redemption occurs must occur within 90 120 days of the date of the closing of such Equity Offering. (bd) At any time prior to May 15After November 1, 20202008, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, on the Notes redeemedthereon, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 November 1 of the years indicated below, subject : Year Percentage ---- ---------- 2008.................. 105.000% 2009.................. 103.333% 2010.................. 101.667% 2011 and thereafter... 100.000% (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the rights provisions of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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 dateSection 3.01 through 3.06 hereof.

Optional Redemption. (a) At Notwithstanding the provisions of clause (b) of this Paragraph 5, at any time prior to May 15March 1, 20182003, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes ever issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, this Indenture at a redemption price equal to 106.250110.500% of the principal amount of the Notes redeemed, thereof plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with the net cash proceeds of an one or more Public Equity OfferingOfferings by the Company or the net cash proceeds of a Strategic Equity Investment in the Company or a capital contribution to the Company's common equity made with the net cash proceeds of a concurrent Public Equity Offering by, or Strategic Equity Investment in, the Company's direct parent; provided that: that (i1) at least 65% of the aggregate principal amount of the Notes originally ever issued under the this Indenture remain outstanding immediately after each such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 90 60 days of the date of the closing of such Public Equity OfferingOffering or Strategic Equity Investment. (b) At any time prior to May 15, 2020time, the Company may on any one or more occasions also redeem all or a part of the NotesNotes upon the occurrence of a Change of Control, upon giving not less than 30 nor more than 60 days’ notice' 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% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(aas set forth in clause (a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020of this Paragraph 5, the Company may on any one or more occasions shall not have the option to redeem all or a part of the Notes pursuant to this Paragraph 5 prior to March 1, 2005. Thereafter, the Company shall have the option to redeem the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, thereon to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October 15 March 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 Year Percentage ---- ---------- 2005......................................... 105.250% 2021 102.083 2006......................................... 103.500% 2022 101.042 2007......................................... 101.750% 2023 2008 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.thereafter.......................... 100.000%

Optional Redemption. (a) At any time Except as set forth in subparagraph (b) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to May February 15, 2018. On or after February 15, 2018, the Company may on any one or more occasions redeem up will have the option to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, redeemed to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2018 102.313 % 2019 101.156 % 2020 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and Additional Interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (b) At any time prior to February 15, 2018, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, 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 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: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the interest payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) At any time prior to May 151, 20182014, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250110.375% of the principal amount of the Notes redeemed, in each case, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity OfferingOffering of (i) the Issuer or (ii) any direct or indirect parent entity of the Issuer to the extent the proceeds from such Equity Offering are contributed to the Issuer’s common equity capital or are paid to the Issuer as consideration for the issuance of ordinary shares of the Issuer; provided that: (i1) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes but excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 151, 20202014, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(aSection 3.07(a) and 6(b(b) and paragraph 10 hereofexcept pursuant to Section 3.08 or Section 3.09, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 151, 20202014. (d) On or after May 151, 20202014, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 May 1 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2014 ..................................................................................................................................... 107.781% 2021 102.083 2015 ..................................................................................................................................... 105.188% 2022 101.042 2016 ..................................................................................................................................... 102.594% 2023 2017 and thereafter 100.000 100.00% Unless the Company Issuer 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. (e) Any redemption or notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 151, 20202021, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve month period beginning on May 1 of the years indicated below: 2021 102.938% 2022 101.469% 2023 100.734% 2024 and thereafter 100.000% (b) At any time prior to May 1, 2018, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional AmountsNotes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to May 1, 2021, the Issuers may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16 of the Supplemental Indenture, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 101% of the years indicated below, subject to principal amount of the rights of Holders of Notes on the relevant record date to receive so redeemed plus accrued and unpaid interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless Notes so redeemed to 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.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption Except as set forth in clauses (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateb), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(aand (d) and 6(b) and paragraph 10 hereofof this Section 3.07, the Notes will shall not be redeemable at the Company’s option of the Company prior to May June 15, 2020. (d) 2019. On or after May June 15, 20202019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest on the relevant Interest Payment Date: 2019 104.375 % 2020 103.125 102.188 % 2021 102.083 % 2022 101.042 % 2023 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. (b) At any time prior to June 15, 2019, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 108.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date), with an amount not greater than the net cash proceeds of an Equity Offering by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 15, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, 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 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. (d) The Notes will be subject to redemption, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the outstanding principal amount thereof together with accrued and unpaid interest, if any, to, but not including, the date fixed by the Company for redemption upon the giving of a notice in accordance with Section 3.03, if: (1) the Company determines that (i) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction affecting taxation, or any change in or amendment to official position of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after the date of issuance of the Notes, the Company has or will become obligated to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts or (ii) on or after the date of issuance of the Notes, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, a Tax Jurisdiction, including any of those actions specified in clause (i) above, whether or not such action was taken or decision was rendered with respect to the Company or a Guarantor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of independent tax counsel as referenced below, will result in an obligation to pay, on the next succeeding day on which any amount would be payable in respect of the Notes, Additional Amounts with respect to any Notes, and (2) in any such case the Company in its business judgment determines, as evidenced by the Officer’s Certificate referenced in Section 3.07(e), that such obligation cannot be avoided by the use of reasonable measures available to the Company (including designating another Paying Agent); provided however, that, (x) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. (e) Prior to the publication or, where relevant, sending of any notice of redemption of the Notes pursuant to Section 3.07(d), the Company will deliver to the Trustees an opinion of independent tax counsel of recognized standing, to the effect that there has been such change or amendment which would entitle the Company to redeem the Notes under Section 3.07(d). In addition, before the Company publishes or sends notice of redemption of the Notes pursuant to Section 3.07(d), it will deliver to the Trustees an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such Officer’s Certificate and opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May 15, 2018Except as set forth in this paragraph 5 and paragraph 6 below, the Company may on any one or more occasions redeem up to 35% Euro 2029 Notes are not redeemable at the option of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingIssuer. (b) At any time prior to May 15[•], 20202027, the Company Issuer may on any one redeem the Euro 2029 Notes in whole or more occasions redeem all or a part of the Notesin part, at its option, upon giving not less than 30 10 nor more than 60 days’ days prior notice, at a redemption price equal to 100% of the principal amount of the such Euro 2029 Notes redeemed, plus the relevant Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest to the redemption date and Additional Amounts, if any. (c) At any time and from time to time on or after [•], 2027, the Issuer may redeem the Euro 2029 Notes in whole or in part, upon not less than 10 days nor more than 60 days prior notice, at a redemption price equal to 100% of the principal of such Euro 2029 Notes plus accrued and unpaid interest to the redemption date. (d) In connection with any tender offer or other offer to purchase for all of the Euro 2029 Notes, if Holders of not less than 90% of the aggregate principal amount of the then-outstanding Euro 2029 Notes validly tender and do not validly withdraw such Euro 2029 Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Euro 2029 Notes validly tendered and not validly withdrawn by such Holders, the Issuer 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 Euro 2029 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 thereon, if any, to, but not including including, the repurchase date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (ce) Except pursuant At any time and from time to paragraph 6(a) and 6(b) and paragraph 10 hereoftime prior to [•], 2027, the Issuer may redeem the Euro 2029 Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 days nor more than 60 days’ notice, days prior notice with the net cash proceeds received by the Issuer from any Equity Offering at the a redemption prices (expressed as percentages of principal amount) set forth below, price equal to 108.500% plus accrued and unpaid interest to the redemption date and Additional Amounts, if any, on the Notes redeemed, in an aggregate principal amount for all such redemptions not to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 exceed 40% of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment original aggregate principal amount of the redemption priceEuro 2029 Notes (including Additional Euro 2029 Notes), interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.provided that:

Optional Redemption. (a) At any time prior to May March 15, 20182024, the Company may on any one or more occasions Issuer may, at its option, redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 15 nor more than 60 days’ prior notice, at a redemption price equal to 106.250104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)redemption, with the net cash proceeds of an one or more Equity OfferingOfferings by the Issuer or a contribution to the Issuer’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company of the Issuer; provided that: (i) at least 6550% of the aggregate principal amount of the Notes originally issued under the Indenture indenture (excluding Notes held by the Company Issuer and its the Issuer’s Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) notice of the redemption occurs is mailed or sent to holders of the Notes within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior to May March 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, 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 Dateinterest payment date. (c) Except as set forth in paragraphs (a) and (b) of this Section 3.08, the Issuer shall not have the option to redeem the Notes pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option this Section prior to May March 15, 20202024. (d) On or after May March 15, 20202024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole at any time or in part from time to time, upon not less than 30 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemedto, to but not including the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 Year Percentage 2024 102.125 % 2021 102.083 2025 101.063 % 2022 101.042 % 2023 2026 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.

Optional Redemption. (aA) At any time prior to May 15, 20182027, the Company Issuer may on any one redeem, at its option, all or more occasions redeem up to 35% part of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 106.250% the sum of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus (ii) the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including of the date of redemption, plus (iii) accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date falling on or prior to the redemption date). (cB) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On At any time on or after May 15, 20202027, the Company may Issuer will be entitled, at its option, on any one or more occasions occasions, to redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as in percentages of the principal amount) set forth belowamount of the Notes to be redeemed), plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date falling on or prior to the redemption date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: 2020 103.125 2027 103.313 % 2021 102.083 2028 101.656 % 2022 101.042 % 2023 2029 and thereafter 100.000 % (C) At any time prior to May 15, 2027, the Issuer may redeem the Notes with the net cash proceeds from any Equity Offering at a redemption price equal to 106.625% of the principal amount plus accrued 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 falling on or prior to the redemption date), in an aggregate principal amount for all such redemptions not to exceed 40.0% of the original aggregate principal amount of the Notes, including any Additional Notes; provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering and (ii) at least 60.0% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately thereafter. (D) [Reserved.] (E) Unless the Company Issuer 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. (F) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

Optional Redemption. ​ (a) At any time prior to May February 15, 20182024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 106.250108.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company have not been applied pursuant to: clause (a) of Section 3.07, clause (a)(iv)(C)(2) of Section 4.07, clause (b)(iv) of Section 4.07, clause (vi) of paragraph (b) of Section 4.09 and clause (2) of the definition of “Permitted Investments”; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 60 days of the date of the closing of such Equity Offering.. ​ (b) At any time prior to May February 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to to, but not including including, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.. ​ (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May February 15, 2020.2024. ​ (d) On or after May February 15, 20202024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 ​ YearPercentage 2024 104.125% 2021 102.083 2025 102.063% 2022 101.042 % 2023 2026 and thereafter 100.000 100.000% ​ 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.. ​

Optional Redemption. (a) At any time prior to May April 15, 20182014, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the this Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250106.625 % of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains remain outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May April 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) Except pursuant to paragraph 6(asubsections (a) and 6(b(b) of this Section 3.07 and paragraph 10 hereofSection 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to May April 15, 2020. (d) 2015. On or after May April 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 30 nor more than 60 days’ notice, notice delivered to each Holder pursuant to Section 3.03 and Section 13.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October April 15 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2015 103.313 % 2021 102.083 2016 101.656 % 2022 101.042 % 2023 2017 and thereafter 100.000 % % (d) Unless the Company Issuer 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. (e) Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time or from time to time prior to May March 15, 20182025, at the Company may on any one or more occasions redeem up to 35% option of the aggregate principal amount of Notes issued under the Indenture, Triumph upon giving not less than 30 10 nor more than 60 days’ noticeprior notice mailed by first class mail (and/or, to the extent permitted by applicable procedures or regulations, electronically) to each Holder’s registered address, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving 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 Notes redeemed, to be redeemed plus the Applicable Premium Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date). (b) The Notes are subject to redemption, at the option of Triumph, in whole or in part, at any time or from time to time on or after March 15, 2025, upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address (and/or, to the extent permitted by applicable procedures or regulations, electronically), at the following Redemption Prices (expressed as calculated percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant record date to receive interest due on a relevant interest payment date), if redeemed during the 12-month period beginning on March 15 of the years indicated below: Year Redemption Price 2025 104.500 % 2026 102.250 % 2027 and thereafter 100.000 % (c) In addition, prior to March 15, 2025, Triumph may at its option upon not less than 10 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address (and/or, to the Companyextent permitted by applicable procedures or regulations, electronically), with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) as ofat a Redemption Price equal to 109.000% of the principal amount thereof, and plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including including, the date of redemption, redemption (subject to the rights right of registered Holders of the Notes of record on the relevant record date to receive interest due on a relevant interest payment date); provided that at least 50% of the relevant Interest Payment Date. principal amount of Notes (cincluding Additional Notes) Except issued under the Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Triumph or its Subsidiaries and any Notes redeemed pursuant to paragraph 6(athe immediately following paragraph) and 6(b) and paragraph 10 hereof, that any such redemption occurs within 120 days following the Notes will not be redeemable at the Company’s option prior to May 15, 2020closing of any such Qualified Equity Offering. (d) On or after May In addition, prior to March 15, 20202025, at the Company may on any one or more occasions redeem all or a part option of the Notes, Triumph upon not less than 30 10 nor more than 60 days’ noticeprior notice mailed by first class mail to each Holder’s registered address (and/or, to the extent permitted by applicable procedures or regulations, electronically), redeem from time to time during each twelve-month period beginning on the Issue Date, up to an aggregate of 10% of the aggregate principal amount of the Notes issued on the Issue Date at a Redemption Price equal to 103.000% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional Amountsthereon, if any, on to, but not including, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, redemption (subject to the rights right of registered Holders of the Notes of record on the relevant record date to receive interest due on the a relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the interest payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date).

Optional Redemption. (a) At any time prior to May June 15, 2018, the Company Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 15 nor more than 60 days’ prior notice, at a redemption price equal to 106.250106.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)date, with an amount of cash equal to the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of Equity Offerings consummated after the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionIssue Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Issuer, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are concurrently repurchased or redeemed pursuant to another provision described under this Section 3.07 or otherwise repurchased); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (cb) At any time prior to June 15, 2020, the Issuer may on any one or more occasions redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ prior notice, 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, the redemption date, subject to the rights of Holders on the relevant record dates to receive interest due on the relevant Interest Payment Date. Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofof this Section 3.07, the Notes will not be redeemable at the CompanyIssuer’s option prior to May June 15, 2020. (dc) On or after May June 15, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 103.063 % 2021 102.083 102.042 % 2022 101.042 101.021 % 2023 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.%

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to March 15, 2031. (b) At any time prior to May December 15, 20182028, the Company may on any one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 10 days’ nor more than 60 days’ notice, at a redemption price equal to 106.250106.5% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption (subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), interest payment date) with an amount not to exceed the net cash proceeds of an one or more Equity OfferingOfferings of the Company consummated after the Issue Date; provided that: (i) at least 6550% of the aggregate principal amount of the Notes originally issued under the this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (bc) At any time prior to May March 15, 20202031, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 30 10 days’ nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the date of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) interest payment date. The Company shall notify the Trustee of the Applicable Premium promptly after the calculation, and 6(b) and paragraph 10 hereof, the Notes will Trustee shall not be redeemable at the Company’s option prior to May 15, 2020responsible for such calculation. (d) On or after May March 15, 20202031, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on October March 15 of the years indicated below: 2031 103.250% 2032 102.167% 2033 101.083% 2034 and thereafter 100.000% If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Persons in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the rights Company. Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control Offer or Net Proceeds Offer), if not less than 90% in aggregate principal amount of the outstanding Notes are validly tendered and not withdrawn in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 10 days following such purchase date, to redeem (and the Holders of the remaining Notes on shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to the relevant record applicable price in such offer (excluding any early tender premium or consent payment), plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. The Company or any of its Restricted Subsidiaries may at any time and from time to receive interest on time purchase Notes in the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % open market or otherwise. 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.

Optional Redemption. (a) At any time prior to May November 15, 2018, the Company may may, at its option, on any one or more occasions redeem up to 3540% of the original aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ noticeincluding any Additional Notes, at a redemption price equal to 106.250105.250% of the aggregate principal amount of the Notes redeemed, thereof plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (Redemption Date, subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date)interest payment date, with the net cash proceeds of an received by the Company from one or more Equity OfferingOfferings; provided that: (i) at least 6550% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding other than Notes or Additional Notes held by the Company and or any of its SubsidiariesAffiliates) remains outstanding immediately after the occurrence of each such redemption; and (ii) the each such redemption occurs within 90 120 days of the date of the closing of each such Equity Offering. (b) At any time and from time to time prior to May November 15, 20202018, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticenotice as described in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption(the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (c) At any time and from time to time prior to November 15, 2018, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of the Notes issued under the Indenture, including any Additional Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (d) Except pursuant to paragraph 6(athe preceding paragraphs (a) and 6(b) and paragraph 10 hereofthrough (c), the Notes will not be redeemable at the Company’s option prior to May November 15, 20202018. (de) On or after May November 15, 20202018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October November 15 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2018 103.938 % 2019 102.625 % 2020 103.125 101.313 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May 15November 1, 20182015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the IndentureIndenture (including any Additional Notes), upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 106.250106.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), with an amount equal to all or a portion of the net cash proceeds of an one or more Equity Offering; Offerings, provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption); and (ii) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering. (b) At any time prior Prior to May 15November 1, 20202017, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of to: (i) the principal amount of thereof; plus (ii) the Notes redeemed, plus Make Whole Premium at the Applicable Premium redemption date; plus (as calculated by the Companyiii) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date). (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15November 1, 20202017. (d) On or after May 15November 1, 20202017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes to be redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve month period beginning on November 1 of the years indicated below: Year Percentage 2017 103.250 % 2018 102.167 % 2019 101.083 % 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. Except as described in clauses (a) At and (b) below, the Notes are not redeemable at the Company’s option prior to their final Stated Maturity. (a) Before the Par Call Date with respect to a series of Notes, the Notes of such series may be redeemed at the Company’s option, at any time prior in whole or from time to May 15time in part, 2018, the Company may on in principal amounts of $2,000 or any one or more occasions redeem up to 35% integral multiple of the aggregate principal amount of Notes issued under the Indenture$1,000 in excess thereof, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250the greater of (i) 100% of the principal amount of the such Notes redeemed, plus accrued to be redeemed and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) (A) the redemption occurs within 90 days sum of the date present values of the closing remaining scheduled payments of principal and interest on such Equity OfferingNotes to be redeemed that would have become due after the Redemption Date (assuming such Notes matured on the applicable Par Call Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year comprising twelve 30-day months) at the Treasury Rate plus (x) 20 basis points (in the case of the 2035 Notes) or (y) 25 basis points (in the case of the 2055 Notes), less (B) interest accrued to the Redemption Date, plus, in each case, interest accrued on such Notes to be redeemed to, but not including, the Redemption Date. The Company may instruct the Trustee in writing to send the notice of redemption in the name of and at the Company’s expense provided the Trustee receives such written instruction at least five days (or such shorter time as the Trustee may agree) prior to the date such notice of redemption is to be sent. The Company shall provide the Trustee an Officer’s Certificate and Opinion of Counsel in connection with any redemption. (b) At On or after the Par Call Date with respect to a series of Notes, the Notes of such series may be redeemed at the Company’s option, at any time prior to May 15, 2020, the Company may on any one in whole or more occasions redeem all or a part of the Notesin part, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the such Notes redeemedto be redeemed plus interest accrued thereon to, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Redemption Date. (c) Except pursuant The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at verify the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part calculation of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of Treasury Rate or the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) At any time prior to May September 15, 20182021, the Company Issuers may on any one redeem the Notes in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, at their option, upon giving not less than 30 15 nor more than 60 days’ noticeprior notice by electronic delivery or by first class mail, at postage prepaid, with a redemption price equal copy to 106.250% the Trustee, to each Holder of Notes to the principal amount address of such Holder appearing in the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticeRegister, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (cb) Except pursuant At any time and from time to paragraph 6(a) and 6(b) and paragraph 10 hereoftime on or after September 15, 2021, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, at their option, upon not less than 30 15 nor more than 60 days’ notice, prior notice at a redemption price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below, such Notes plus accrued and unpaid interest and Additional Amountsinterest, if any, on to but not including the redemption date. (c) At any time and from time to time prior to March 15, 2020, the Issuers may redeem Notes redeemedwith the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 105.250% plus accrued and unpaid interest, if any, to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on October 15 in an aggregate principal amount for all such redemptions not to exceed 35% of the years indicated beloworiginal aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, subject and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % manner described under Sections 5.1 through 5.6. (d) Unless the Company defaults Issuers default 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. (e) Any redemption datepursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Optional Redemption. (a) Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Notes will not be redeemable at the option of the Company prior to August 15, 2018. On and after August 15, 2018, the Company may redeem all or a part of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest and Additional Interest, if any, on the relevant Interest Payment Date: 2018 104.750 % 2019 102.375 % 2020 and thereafter 100.000 % (b) At any time prior to May August 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount all or any portion of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, after giving the notice required pursuant to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, Section 3.03 hereof upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by of the Company) as ofdate of redemption, and plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, subject to the rights of Holders of Notes on the relevant record date Regular Record Date to receive interest due and Additional Interest, if any, on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to May August 15, 2020. (d) On or after May 15, 20202018, the Company may on any one or more occasions redeem all or a part up to 35% of the Notes, aggregate principal amount of Notes after giving the notice required pursuant to Section 3.03 hereof upon not less than 30 nor more than 60 days’ notice, at a redemption price of 109.500% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date redemption date, with the net cash proceeds of redemption, if redeemed during the twelve-month period beginning on October 15 a sale of Capital Stock (other than Disqualified Stock or any Preferred Stock) of the years indicated belowCompany, subject to the rights of Holders of Notes on the relevant record date Regular Record Date to receive interest and Additional Interest, if any, on the relevant Interest Payment Date: 2020 103.125 ; provided that: (1) at least 65% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company defaults in and its Subsidiaries) remains outstanding immediately after the payment occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. (d) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described in Section 4.17) purchase all of the Notes held by such Holders in accordance with Section 4.17, the Company will have the right, after giving the notice required pursuant to Section 3.03 hereof upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described in Section 4.17, to redeem all of the Notes that remain outstanding following such purchase at a redemption priceprice equal to the Change of Control Payment plus accrued and unpaid interest and Additional Interest, interest will cease to accrue if any, on the Notes that remain outstanding, to the date of redemption, subject to the rights of holders of the Notes on the relevant regular record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date that is on or portions thereof called for redemption on prior to the applicable redemption date. (e) Any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an offering of Capital Stock, other offering or other corporate transaction or event. In addition, if such redemption or notice in respect thereof is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the applicable 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 such redemption date, or by the redemption date so delayed. If any such condition precedent has not been satisfied, the Company shall provide written notice to the Trustee and each Holder of the Notes in the same manner in which the notice of redemption was given prior to noon New York City time one Business Day prior to such redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed as provided in such notice. (f) Any redemption pursuant to this Section 3.07 will be made pursuant to the provisions of Sections 3.01 through 3.06.

Optional Redemption. Except as set forth below in this Section 3.07 or in Section 4.09, the Issuer will not be entitled to redeem the Notes at its option prior to September 1, 2023. (a) At any time prior to May 15September 1, 20182023, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the IndentureNotes, in whole or in part, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued prior notice as described under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ noticeSection 3.02, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium as of the date of redemption (as calculated by the Company) as of“Redemption Date”), and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment DateDate in accordance with Section 3.05. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer or by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee acting in any capacity under this Indenture. (cb) Except pursuant to paragraph 6(a) On and 6(b) and paragraph 10 hereofafter September 1, 2023, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice as described under Section 3.02, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the rights of Holders on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date in accordance with Section 3.05, if redeemed during the twelve-month period beginning on October 15 September 1 of each of the years indicated below: 2023 101.813 % 2024 100.906 % 2025 and thereafter 100.000 % In addition, prior to September 1, 2023, the Issuer may, at its option, upon not less than 10 nor more than 60 days; prior notice as described under Section 3.02, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by it at a redemption price equal to 103.625% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date: 2020 103.125 Date in accordance with Section 3.05, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless the Company defaults in the payment of the aggregate principal amount of Notes issued under this Indenture (giving effect to the issuance of any Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption price, interest will cease to accrue on occurs within 180 days of the date of closing of each such Equity Offering. (c) Notice of any redemption or purchase of the Notes may, at the Issuer’s discretion, be subject to one or portions thereof called for more conditions precedent, including the completion of an Equity Offering or other corporate transaction. (d) Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.01 through 3.06.

Optional Redemption. (a) At any time prior to May 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15April 1, 20202019, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ noticein whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve month period beginning on April 1 of the years indicated below: 2019 104.406% 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% (b) At any time prior to April 1, 2019, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 60% of the original aggregate principal amount of Notes (including the principal amount of any Additional AmountsNotes) issued under the Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers and their Subsidiaries); and (2) the redemption must occur within 180 days of the date of the closing of such Equity Offering. (c) At any time and from time to time prior to April 1, 2019, the Issuers may redeem outstanding Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date plus the Make-Whole Premium. (d) In the event that the Issuers have made a Change of Control Offer pursuant to Section 4.16 of the Supplemental Indenture, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes redeemed, that remain outstanding following such Change of Control Payment Date at a redemption price equal to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 101% of the years indicated below, subject to principal amount of the rights of Holders of Notes on the relevant record date to receive so redeemed plus accrued and unpaid interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 % Unless Notes so redeemed to 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.

Optional Redemption. (a) At any time prior to May November 15, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 20202023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 10 nor more than 60 days’ prior notice, at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed; or (2) the sum, calculated by the Company, of the present value at such redemption date of all remaining scheduled payments of principal and interest due on the Notes to be redeemed through November 15, 2023 (excluding accrued but unpaid interest to the redemption prices (expressed date), computed using a discount rate equal to the Treasury Rate as percentages of principal amount) set forth below, such redemption date plus 25 basis points; The Company will pay accrued and unpaid interest and Additional Amounts, if any, on the principal amount of the Notes redeemed, being redeemed to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date: 2020 103.125 interest payment date. (b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (c) Notwithstanding anything to the contrary in this Article 3, once the Notes are distributed to holders of the P-Caps upon the Trust’s dissolution and termination, in connection with any tender offer for, or other offer to purchase, the Notes, if Holders of not less than 90.0% 2021 102.083 % 2022 101.042 % 2023 in aggregate principal amount of the outstanding Notes validly tender and thereafter 100.000 % Unless do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company, or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the outstanding Notes will be deemed to have consented to such tender offer (or other offer to purchase), and accordingly the Company defaults will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the redemption priceaggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, interest will cease such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to accrue on the Notes or portions thereof called for redemption on the applicable redemption datecontrary).

Optional Redemption. (a) At any time prior to May 15July 31, 20182022, the Company may may, on any one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued under the IndentureNotes, upon giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 106.250of 105.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the redemption 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 Dateinterest payment date), with the net cash proceeds of an one or more Equity OfferingOfferings; provided that: (i1) at least 6550% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15July 31, 20202022, the Company may may, on any one or more occasions occasions, redeem all or a part of the Notes, upon giving not less than 30 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemptionredemption 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. (c) Except pursuant to paragraph 6(aclauses (a) and 6(b(b) and paragraph 10 hereofabove, the Notes will are not be redeemable at the Company’s option prior to May 15July 31, 20202022. The Company and its subsidiaries are not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (d) On or after May 15July 31, 20202022, the Company may may, on any one or more occasions occasions, redeem all or a part of the Notes, Notes upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 July 31 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % interest payment date): 2022 101.042 102.500 % 2023 101.250 % 2024 and thereafter 100.000 % (e) If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% Unless in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company defaults or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such tender offer expiration date, to redeem the Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer, plus, to the extent not included in the payment tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the redemption priceaggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer or other offer to purchase, interest will cease the denominator in such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of the Indenture to accrue on the Notes or portions thereof called for redemption on the applicable redemption datecontrary).

Optional Redemption. (a) At any time prior to May 15April 1, 20182021, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued outstanding under the Indenture, upon giving Indenture (which may include Additional Notes) with an amount of cash not less greater than 30 nor the amount of the net cash proceeds from one or more than 60 days’ notice, Equity Offerings at a redemption price equal to 106.250107.500% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountson the Notes redeemed to, if any, to but not including including, the redemption date of redemption (subject to the rights of Holders of Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: that (i) at least 65% of the aggregate principal amount of the Notes originally issued under on the Indenture Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and redemption and (ii) the redemption occurs within 90 180 days of the date of after the closing of such Equity Offering. (b) At any time and from time to time prior to May 15April 1, 20202021, the Company may on any one or more occasions may, at its option, redeem all or a part portion of the Notes, upon giving not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject with respect to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereof, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsthereon to, if anybut not including, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date. (c) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as set forth in Section 4.14(c) of the Indenture) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in Section 4.14 of the Indenture, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (d) Except as provided in the immediately preceding paragraphs (a), (b) and (c), the Notes will not be redeemable at the Company’s option prior to April 1, 2021. (e) On and after April 1, 2021, the Company may redeem all or a part of the Notes, from time to time, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest on the Notes redeemed to, but not including, 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), if redeemed during the twelve‑month period beginning on April 1 of the years indicated below: 2020 103.125 % 2021 102.083 105.625% 2022 101.042 103.750% 2023 and thereafter 100.000 101.875% 2024 100.000% (f) Unless the Company defaults Issuers default 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.

Optional Redemption. (a) At any time prior to May 15April 1, 20182017, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250106.75% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15April 1, 20202017, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to to, but not including including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15April 1, 20202017. (d) On or after May 15April 1, 20202017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2017 105.063% 2018 103.375% 2019 101.688% 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 and thereafter 100.000 100.000% 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.

Optional Redemption. (a) At any time prior to May 15October 1, 20182023, the Company Issuers may on any one redeem the Notes, in whole or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenturein part, upon giving not less than 30 10 nor more than 60 days’ noticeprior notice delivered electronically, at a redemption price equal to 106.250% in accordance with the Depositary’s procedures in the case of the principal amount of the Global Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject or mailed by first-class mail to the rights registered address of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), each Holder or otherwise in accordance with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, Depositary’s procedures at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of redemption (as calculated by the Company“Redemption Date”) as ofand, and without duplication, accrued and unpaid interest and Additional Amountsthereon, if any, to but not including excluding the date of redemptionapplicable Redemption Date, subject to the rights right of Holders on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (cb) Except pursuant to paragraph 6(a) On and 6(b) and paragraph 10 hereofafter October 1, 2023, the Notes will not be redeemable at the Company’s option prior to May 15, 2020. (d) On or after May 15, 2020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amountamount of Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on October 15 1 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2023 102.813 % 2021 102.083 2024 101.406 % 2022 101.042 % 2023 2025 and thereafter 100.000 % (c) At any time (which may be more than once) prior to October 1, 2023, the Issuers may, at their option, redeem up to 40% Unless of the Company defaults aggregate principal amount of Notes at a redemption price equal to 105.625% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Parent (“Business Unit Disposition”), in each case to the extent such net cash proceeds are received by or contributed to Parent or a Restricted Subsidiary of Parent; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date 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 or such Business Unit Disposition. Notice of any optional redemption, including upon any Equity Offering or Business Unit Disposition, may be given prior to the redemption 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 or Business Unit Disposition, if applicable. If such redemption is subject to satisfaction of one or more conditions precedent, the notice of such redemption shall state that, in the payment Issuers’ 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 Redemption Date, or by the Redemption Date so delayed. (d) Except pursuant to clause (a), (b) or (c) of the redemption pricethis Section 3.07 and Section 3.09, interest will cease to accrue on the Notes or portions thereof called for will not be redeemable at the Issuers’ option prior to maturity. (e) Any redemption on pursuant to this Section 3.07 shall be made pursuant to the applicable redemption dateprovisions of Sections 3.01 through 3.06 hereof.

Optional Redemption. (a) At any time prior to May October 15, 20182028, upon not less than 10 nor more than 60 days’ written notice, the Company Issuer may on any one or more occasions redeem up to 3540% of the aggregate principal amount of the Notes issued under this Indenture on the Indenture, upon giving not less than 30 nor more than 60 days’ notice, date of this Indenture at a redemption price equal to 106.250106.875% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest and Additional Amounts, if any, to to, but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)including, with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds from one or more Equity Offerings. The Issuer may only do this, however, if: (i) at least 60% of the aggregate principal amount of the Notes that were initially issued under this Indenture (excluding Notes held by the Issuer or any of its Subsidiaries) would remain outstanding immediately after the occurrence of such proposed redemption; and (ii) the redemption occurs within 90 days after the closing of such Equity Offering. 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 Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to October 15, 2028 upon not less than 10 nor more than 60 days’ written notice, the Issuer may also redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium of the Notes plus accrued and unpaid interest on the Notes to, but not including, the redemption date. Any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. (c) At any time on or after October 15, 2028 and prior to maturity, upon not less than 10 nor more than 60 days’ written notice, the Issuer may redeem all or part of the Notes. These redemptions will be in amounts of $100,000 or integral multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to, but not including, the redemption date, if redeemed during the 12-month period commencing on October 15 of the years set forth below. This redemption is subject to the right of holders of record on the relevant regular record date that is prior to the redemption date to receive interest due on an interest payment date. Year Redemption Prices 2028 103.438 % 2029 101.719 % 2030 and thereafter 100.000 % (d) Except pursuant to paragraph 6(asubsections (a), (b) and 6(b(c) of this Section 3.07 and paragraph 10 Sections 3.08 and 3.09 hereof, the Notes will not be redeemable at the CompanyIssuer’s option prior to May 15, 2020option. (d) On or after May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 % 2021 102.083 % 2022 101.042 % 2023 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.

Optional Redemption. (a) At any time prior to May October 15, 20182030, the Company may Issuer may, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indentureoccasions, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) At any time prior to October 15, 2028, the Issuer may, on any one or more occasions, redeem the Notes with the proceeds from any Equity Offering at a redemption price equal to 106.500% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture; provided that: (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remain outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraph 10 hereofAt any time on or after October 15, 2030, the Notes will not be redeemable at the Company’s option prior to May 15Issuer may, 2020. (d) On or after May 15, 2020, the Company may on any one or more occasions occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, Notes at the following redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on October 15 of each of the years indicated below, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date: 2020 103.125 2030 103.250% 2021 102.083 2031 101.625% 2022 101.042 % 2023 2032 and thereafter 100.000 100.000% (d) Notwithstanding the foregoing, in connection with any tender offer for or other offer to purchase the Notes, including a Change of Control Offer, if Holders of not less than 90% Unless in aggregate principal amount of the Company defaults outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such an offer in lieu of the Issuer, purchase all of the Notes validly tendered and not withdrawn by such Holders, all Holders of Notes will be deemed to have consented to such offer, and the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such offer expiration date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder of Notes (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date (subject to the rights of Holders of such Notes on the relevant record date AMERICAS #131484985v4 to receive interest due on the relevant interest payment date). In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Issuer (notwithstanding any provision of this Indenture to the contrary). (e) If a redemption pricedate is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest will cease to shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the Notes or portions thereof called for redemption on the applicable redemption dateintervening period.

Optional Redemption. (a) At any time prior to May August 15, 20182015, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 106.250106.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date)) , with in an amount not to exceed the net cash proceeds of from an Equity OfferingOffering by the Issuer; provided that: (i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 45 days of the date of the closing of such Equity Offering. (b) At any time prior to May August 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to paragraph 6(a) the preceding paragraphs and 6(b) and paragraph 10 hereofSection 6 of this Note, the Notes will not be redeemable at the CompanyIssuer’s option prior to May August 15, 20202015. (d) On or after May August 15, 20202015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on October 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2020 103.125 2015 104.781 % 2021 102.083 2016 103.188 % 2022 101.042 2017 101.594 % 2023 2018 and thereafter 100.000 % Unless the Company Issuer 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.