Common use of Redemption and Repayment Clause in Contracts

Redemption and Repayment. (a) The Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth Supplemental Indenture dated as of March 26, 2012 (the “Fourth Supplemental Indenture”), redeem the Notes of this Series, (i) in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (x) 100% of the principal amount of the Notes so redeemed, or (y) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus an amount equal to accrued and unpaid interest up to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture.

Redemption and Repayment. (a) The Company may, at its option, and subject to the terms and conditions of Article 3 of the Base Indenture and Section 2.6 of the Fourth Supplemental Indenture dated as of March 26, 2012 (the “Fourth First Supplemental Indenture”), redeem the Notes of this SeriesNote, (i) in whole at any time or in part from time to time (x) prior to the Maturity Date, Par Call Date at a redemption price equal to the greater of (xi) 100% of the aggregate principal amount of the Notes so redeemed, or to be redeemed and (yii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date)Remaining Scheduled Payments, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below)plus, plus 50 basis pointsin each case, plus an amount equal to accrued and unpaid interest thereon to to, but excluding, the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, rights of holders of such Notes to be redeemed on the relevant record date to receive interest due on an interest payment date that is on or prior to such redemption date or (y) on or after the Par Call Date at a redemption price equal to 100% of the aggregate principal amount of the such Notes so to redeemed, plus an amount equal to accrued and unpaid interest up thereon to, but excludingnot including, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes this Note that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes this Note as of the close of business on the relevant record date according to the Notes this Note and the Indenture. In determining the present values of the Remaining Scheduled Payments, the Company will discount such payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points.

Redemption and Repayment. (a) The Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth First Supplemental Indenture dated as of March 26August 20, 2012 2009 (the “Fourth First Supplemental Indenture”), redeem the Notes of this Series, (i) in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (xi) 100% of the principal amount of the Notes so redeemed, or (yii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus an amount equal to accrued and unpaid interest up to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture.. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee by a method the Trustee deems appropriate. For purposes of the above:

Redemption and Repayment. (a) The Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth Second Supplemental Indenture dated as of March 26April 11, 2012 2011 (the “Fourth Second Supplemental Indenture”), redeem the Notes of this Series, (i) in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (xi) 100% of the principal amount of the Notes so redeemed, or (yii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 30 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus an amount equal to accrued and unpaid interest up to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture.. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee by a method the Trustee deems appropriate. For purposes of the above:

Redemption and Repayment. (a) The Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth Third Supplemental Indenture dated as of March 267, 2012 (the “Fourth Third Supplemental Indenture”), redeem the Notes of this Series, (i) in whole or in part at any time on or in part from time to time after March 15, 2017 and prior to the Maturity Date, at a redemption price equal to the greater of (x) 100% of the principal amount of the Notes so redeemed, or (y) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus an amount equal to accrued and unpaid interest up to, but excluding, thereon to the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee by a method the Trustee deems appropriate.

Redemption and Repayment. (a) The Prior to January 1, 2030, Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth Seventh Supplemental Indenture dated as of March 2631, 2012 2020 (the “Fourth Seventh Supplemental Indenture”), redeem the Notes of this Series, (i) in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (x) 100% of the principal amount of the Notes so redeemed, redeemed or (y) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such notes matured on January 1, 2030 but for such redemption (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to to, but excluding, the redemption date. On or after January 1, or (ii) in whole2030, but not in partCompany may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Seventh Supplemental Indenture, redeem the Notes of this Series, in whole at any time or in part from time to time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so notes to be redeemed, plus an amount equal to accrued and unpaid interest up thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture.

Redemption and Repayment. Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (aexpressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may, at its option, and subject to the terms and conditions of Article 3 may redeem any of the Indenture Notes that are redeemable and Section 2.6 of the Fourth Supplemental Indenture dated as of March 26, 2012 (the “Fourth Supplemental Indenture”), redeem the Notes of this Series, (i) remain outstanding either in whole at any time or in part from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the Maturity Date, at a redemption price equal repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the greater Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of (x) 100% a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes so redeemedto be repaid, the certificate number or (y) the sum a description of the present values tenor and terms of the remaining scheduled payments of principal Note, a statement that the option to elect repayment is being exercised thereby and interest thereon (a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not including any such portion later than five Business Days after the date of such payments of interest accrued as telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the redemption date), discounted to repayment option by the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result Holder of a Tax EventNote shall be irrevocable, subject to except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the exemptions and limitations set forth in Section 5 hereof, at Prospectus Supplement. The repayment option may be exercised by the Holder of a redemption price equal to 100% Note for less than the entire principal amount of the Note provided that the principal amount of the Notes so redeemedNote remaining outstanding after repayment is an authorized denomination. No registration of, plus an amount equal transfer or exchange of any Note (or, in the event that any Note is to accrued and unpaid interest up to, but excludingbe repaid in part, the redemption dateportion of the Note to be repaid) will be permitted after exercise of a repayment option. Notwithstanding All questions as to the foregoingvalidity, installments eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest on in such Note to notify the Notes that are due and Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on Interest Payment Dates falling on such Note in the event of redemption or repayment prior to a redemption date its Stated Maturity shall be payable on the Interest Payment Date to Amortized Face Amount of such Note, as specified in the holders of the Notes applicable Pricing Supplement, as of the close Redemption Date or the date of business on repayment, as the relevant record date according case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Notes Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Indenture.Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. Business Day

Redemption and Repayment. Unless one or more redemption dates are specified in the applicable pricing supplement, the Notes will not be redeemable prior to their stated maturity. If one or more redemption dates are so specified with respect to any Note, the applicable pricing supplement will also specify one or more redemption prices (aexpressed as a percentage of the principal amount of such Note) The Company may("redemption prices") and the redemption period or periods during which such redemption prices shall apply. Unless otherwise specified in the pricing supplement, any such Note shall be redeemable at its optionthe option of Xxxxxxx Kodak at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, and together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable pricing supplement, the Notes will not be subject to the terms and conditions of Article 3 any sinking fund. Xxxxxxx Kodak may redeem any of the Indenture Notes that are redeemable and Section 2.6 of the Fourth Supplemental Indenture dated as of March 26, 2012 (the “Fourth Supplemental Indenture”), redeem the Notes of this Series, (i) remain either in whole at any time or in part from time to time in part, upon not less than 30 nor more than 60 days' notice to the Holders of the Notes. At least 60 days prior to the Maturity Datedate on which it intends to redeem the Notes, at Xxxxxxx Kodak will notify the Trustee with a letter of redemption that it is exercising such option on such date (the "Letter of Redemption"). Upon receipt of the Letter of Redemption, the Trustee will provide notice of such redemption to the Holders of the Certificated Notes, and to DTC. DTC will give notice of such redemption to its Participants in accordance with its standard operating procedures. Neither Xxxxxxx Kodak nor the Trustee shall have any direct responsibility or liability for the notice by DTC to such Participants. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. Unless otherwise specified in the applicable pricing supplement, Notes cannot be repaid prior to stated maturity. If a Note is repayable at the option of the holder on a date or dates specified prior to stated maturity, the applicable pricing supplement, will set forth the price equal or prices of such repayment, together with accrued interest to the greater date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (xa) 100% appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust bank in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes so redeemedNote to be repaid, the certificate number or (y) the sum a description of the present values tenor and terms of the remaining scheduled payments of principal Note, a statement that the option to elect repayment is being exercised thereby and interest thereon (a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not including any such portion later than five Business Days after the date of such payments of interest accrued as telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the redemption date), discounted to repayment option by the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result Holder of a Tax EventNote shall be irrevocable, subject to except as otherwise described under "Optional Interest Rate Reset" and "Extension of Maturity" in the exemptions and limitations set forth in Section 5 hereof, at Prospectus. The repayment option may be exercised by the Holder of a redemption price equal to 100% Note for less than the entire principal amount of the Note provided that the principal amount of the Notes so redeemedNote remaining outstanding after repayment is an authorized denomination. No transfer or exchange of any Note (or, plus an amount equal in the event that any Note is to accrued and unpaid interest up to, but excludingbe repaid in part, the redemption dateportion of the Note to be repaid) will be permitted after exercise of a repayment option. Notwithstanding All questions as to the foregoingvalidity, installments eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by Xxxxxxx Kodak, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, DTC's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that DTC's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest on in such Note to notify DTC of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the Notes that are due and broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to DTC. Unless otherwise specified in the applicable pricing supplement, if a Note is an original issue discount Note, the amount payable on Interest Payment Dates falling on such Note in the event of redemption or repayment prior to a redemption date its stated maturity shall be payable on the Interest Payment Date to amortized face amount of such Note, as specified in the holders of the Notes applicable pricing supplement, as of the close Redemption Date or the date of business repayment, as the case may be. AUTHENTICITY OF SIGNATURES Xxxxxxx Kodak will cause the Trustee to furnish the Agents, at the Agents' request, from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to Xxxxxxx Kodak or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of Xxxxxxx Kodak or the Trustee on any Note. ADVERTISING COSTS Xxxxxxx Kodak will determine with the relevant record date according to Agents the Notes amount and nature of advertising that may be appropriate in offering the IndentureNotes. Advertising expenses incurred with the consent of Xxxxxxx Kodak will be paid by Xxxxxxx Kodak.

Redemption and Repayment. (a) The Prior to October 1, 2050, Company may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Fourth Eighth Supplemental Indenture dated as of March 26April 1, 2012 2021 (the “Fourth Eighth Supplemental Indenture”), redeem the Notes of this Series, (i) in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (x) 100% of the principal amount of the Notes so redeemed, redeemed or (y) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such notes matured on October 1, 2051 but for such redemption (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 20 basis points, plus an amount equal to accrued and unpaid interest thereon to to, but excluding, the redemption date. On or after October 1, or (ii) in whole2050, but not in partCompany may, at its option, and subject to the terms and conditions of Article 3 of the Indenture and Section 2.6 of the Eighth Supplemental Indenture, redeem the Notes of this Series, in whole at any time or in part from time to time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result of a Tax Event, subject to the exemptions and limitations set forth in Section 5 hereof, at a redemption price equal to 100% of the principal amount of the Notes so notes to be redeemed, plus an amount equal to accrued and unpaid interest up thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the holders of the Notes as of the close of business on the relevant record date according to the Notes and the Indenture.

Redemption and Repayment. Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Specified Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (aexpressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may, at its option, and subject to the terms and conditions of Article 3 may redeem any of the Indenture Notes that are redeemable and Section 2.6 of the Fourth Supplemental Indenture dated as of March 26, 2012 (the “Fourth Supplemental Indenture”), redeem the Notes of this Series, (i) remain outstanding either in whole at any time or in part from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Specified Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Specified Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the Maturity Date, at a redemption price equal repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the greater Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of (x) 100% a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes so redeemedNote to be repaid, the certificate number or (y) the sum a description of the present values tenor and terms of the remaining scheduled payments of principal Note, a statement that the option to elect repayment is being exercised thereby and interest thereon (a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not including any such portion later than five Business Days after the date of such payments of interest accrued as telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the redemption date), discounted to repayment option by the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date, or (ii) in whole, but not in part, at any time prior to the Maturity Date, if the Company has or will become obligated to pay additional amounts as a result Holder of a Tax EventNote shall be irrevocable, subject to except as otherwise described under "Interest Rate Reset" and "Extendible Notes" in the exemptions and limitations set forth in Section 5 hereof, at Prospectus Supplement. The repayment option may be exercised by the Holder of a redemption price equal to 100% Note for less than the entire principal amount of the Note provided that the principal amount of the Notes so redeemedNote remaining outstanding after repayment is an authorized denomination. No transfer or exchange of any Note (or, plus an amount equal in the event that any Note is to accrued and unpaid interest up to, but excludingbe repaid in part, the redemption dateportion of the Note to be repaid) will be permitted after exercise of a repayment option. Notwithstanding All questions as to the foregoingvalidity, installments eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest on in such Note to notify the Notes that are due and Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on Interest Payment Dates falling on such Note in the event of redemption or repayment prior to a redemption date its Specified Maturity shall be payable on the Interest Payment Date to Amortized Face Amount of such Note, as specified in the holders of the Notes applicable Pricing Supplement, as of the close Redemption Date or the date of business on repayment, as the relevant record date according case may be. AUTHENTICITY OF SIGNATURES The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Notes Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. ADVERTISING COSTS The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Indenture.Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. BUSINESS DAY