Common use of Selection of Securities to be Redeemed Clause in Contracts

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of to be redeemed by a method that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance complies with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; , or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such method as the . The Trustee shall deem fair and appropriate. In make the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, selection not less than 30 nor more than 60 days prior to and not less than 15 days before the redemption date by the Trusteefrom Securities outstanding not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption portions of the principal of Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedthat have denominations larger than $1,000. Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all multiples of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be called for redemption. If any Security selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion to be selected for redemption. The Securities (or purchaseportions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will select the particular Securities for redemption or purchase to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriateappropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series. In If less than all the event Securities of partial such series and of a specified tenor are to be redeemed (unless such redemption by lotaffects only a single Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for partial redemption or purchase andand the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security selected for partial redemption redeemed or purchaseto be redeemed only in part, to the portion of the principal amount thereof of such Security which has been or is to be redeemed or purchasedredeemed. If the Company shall so direct, Securities and portions registered in the name of Securities of the Company, any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series Affiliate or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to Subsidiary thereof shall not be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided included in the preceding sentence, provisions of this Indenture that apply to Securities called selected for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; , or , (2) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and appropriate. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer Company promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of Securities of any series selected will thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; provided, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, to be redeemed among the Holders of the Securities of such series in compliance with the requirements of the principal national securities exchange exchange, if any, on which the Securities of such Securities series are listed; listed or (2) , if the Securities of that such series are not listed on any national securities exchangeso listed, to be redeemed among the Holders of Securities of such series on a pro rata PRO RATA basis, by lot or by such method as the Trustee shall deem deems fair and appropriate; PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of the series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security of the same series in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest will cease to accrue on the Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase shall also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, if less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption to be redeemed or purchase from purchased among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Series in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof, Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all whole multiples of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series Series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities of such Series for redemption or purchase from by such method as may be specified by the Outstanding terms of such Securities of that series not previously called for redemptionsuch Series or, as follows: (1) if the Securities of that series are listed on any national securities exchangeno such method is so specified, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair appropriate and appropriatewhich may provide for the selection for redemption of portions of the principal amount of Securities of such Series, unless otherwise required by law or applicable stock exchange or depositary requirements. In the event of partial redemption by lotredemption, the particular Securities of any Series to be redeemed will be selected, unless otherwise provided in this Indentureherein, not less than 30 days nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of such Series not previously called for redemption. The Trustee will promptly notify the Issuer Company in writing of the Securities of such Series selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities of such Series and portions of such Securities of any series selected will be in amounts multiples equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedSeries. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of any Series called for redemption or purchase also apply to portions of such Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, to be redeemed among the Holders of Securities on a pro rata basis, by lot or by such method as the Trustee shall deem deems fair and appropriate; provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest ceases to accrue on Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.01, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If If, at the option of the Corporation, less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase to be redeemed by a method the Trustee considers fair and appropriate, subject to any applicable stock exchange requirements. The Trustee shall make the selection from the Outstanding outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which of Securities that have a denomination larger than $1,000 (or the applicable minimum denomination for such Securities are listed; or (2) if in the event the Securities of that series are not listed on any national securities exchange, on payable in a pro rata basis, by lot Foreign Currency or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedCurrencies). Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to of $1,000 (or the applicable minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not in the event the Securities are payable in a Foreign Currency or Currencies) or a multiple of $1,000 (or the applicable minimum authorized denomination for such Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions event the Securities are payable in a Foreign Currency or Currencies). Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee for the Securities of any series to be redeemed shall promptly notify the Corporation in writing of the Securities of such series selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or purchaseto be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Selection of Securities to be Redeemed. If less than all of the any Series of Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, the Series to be redeemed among the applicable Holders of such Series in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate, provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities of the Series selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a Series called for redemption or purchase also apply to portions of Securities of that Series called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, in compliance with to be redeemed among the requirements Holders of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that such series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem deems fair and appropriate; PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the The particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of the series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security of the same series and tenor in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest will cease to accrue on the Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase shall also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In ; provided, however, that if the event Securities are redeemed pursuant to Paragraph 6 of partial redemption by lotthe Securities, the particular Securities to shall be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior solely on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the redemption date by procedures of the TrusteeDepository) unless the securities exchange, if any, on which the Securities are listed requires a different method. If the Securities are listed on any national securities exchange, the Company shall notify the Trustee in writing of the requirements of such exchange in respect of any redemption. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, if less than all of the Securities of any series a Series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will select or cause to be selected the particular Securities for redemption or purchase from the Outstanding Securities of the Series to be redeemed on a pro rata basis (or, in the case of Global Securities based on a method that series most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements. The Trustee will make the selection from Securities of Series outstanding not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedredeemed. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $2,000. Securities of the Series and portions of Securities of any series selected them it selects will be in amounts equal of $2,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum authorized principal denomination for Securities of that series or any each Series and integral multiple multiples thereof; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall will be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a Series called for redemption or purchase also apply to portions of Securities of that Series called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or purchased in an offer to purchase at any timeunless such redemption affects only a single Security), the Trustee will select the particular Securities for redemption to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee or, in the case of Securities of such series represented by one or purchase more Global Securities, in accordance with the Applicable Procedures, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriateappropriate or, in the case of Securities of such series represented by one or more Global Securities, in accordance with the Applicable Procedures, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. In If less than all the event Securities of partial such series and of a specified tenor are to be redeemed (unless such redemption by lotaffects only a single Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee, or, in the case of Securities of such series represented by one or more Global Securities, in accordance with the Applicable Procedures, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. The Trustee will promptly notify the Issuer in writing provisions of the preceding paragraph shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities selected for redemption or purchase andshall relate, in the case of any Security selected for partial redemption Securities redeemed or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be only in amounts equal part, to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all portion of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall which has been or is to be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; , or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such method as the . The Trustee shall deem fair and appropriate. In make the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, selection not less than 30 nor more than 60 days prior to and not less than 20 days before the redemption date by the Trusteefrom Securities outstanding not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption portions of the principal of Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedthat have denominations larger than $1,000. Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all multiples of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be called for redemption. If any Security selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion to be selected for redemption. The Securities (or purchaseportions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period 20 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a Securityholders pro rata basisrata, by lot or by such in accordance with a method as which the Trustee shall deem considers to be fair and appropriateappropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any). In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series them selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder Securityholder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such HolderSecurityholder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption. In the event the Issuer is required to make an offer to redeem Securities pursuant to Sections 3.09 and 4.10 hereof and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuer at its address set forth in Section 11.02 hereof any remaining Net Proceeds.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series of Securities by a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02, if less than all of the Securities of any series a Series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: such Series to be redeemed or purchased (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which the Securities of such Securities Series are then listed; or , and (2) if the Securities of that series are not listed on any national securities exchange, otherwise on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event Unless otherwise indicated for a particular Series of partial redemption Securities by lota Board Resolution, the particular supplemental indenture or Officer’s Certificate pursuant to Section 2.02, no Securities to of $2,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall make the selection from outstanding Securities of a Series not previously called for redemption. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Notices of redemption may be subject to the satisfaction of one or purchasemore conditions precedent to the extent so indicated for a particular Series of Securities by a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02; otherwise, a notice of redemption may not be conditional. Subject to the satisfaction of any conditions precedent to such redemption (to the extent so indicated for a particular Series of Securities by a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02), Securities called for redemption become irrevocably due on the date fixed for redemption at the applicable Redemption Price, plus accrued and unpaid interest to, but not including, the Redemption Date. On and after the Redemption Date, unless the Company defaults in paying the applicable Redemption Price, interest ceases to accrue or accrete on Securities or portions of them called for redemption. If a redemption is subject to the satisfaction of one or more conditions precedent (to the extent so indicated for a particular Series of Securities by a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02), the Redemption Date may be delayed by the Company 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. In such case, references herein to “Redemption Date” mean the original Redemption Date or the Redemption Date so delayed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series held in definitive form are to be redeemed or purchased in an offer pursuant to purchase at any timeSection 3.01, the Trustee will shall select the particular definitive Securities for redemption to be redeemed pro rata or purchase by --- ---- lot or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any securities exchange or quotation system on which the Securities are then listed or quoted). The Trustee shall make the selection at least 35 days, but not more than 60 days, before the Redemption Date from the Outstanding outstanding definitive Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which such Principal Amount of Securities are listed; or (2) if the that have denominations larger than $1,000. Securities and portions of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as them the Trustee selects shall deem fair and appropriatebe in Principal Amounts of $1,000 or an integral multiple of $1,000. In Provisions of this Indenture that apply to definitive Securities called for redemption also apply to portions of definitive Securities called for redemption. The Trustee shall notify the event Company promptly of partial redemption by lot, the particular definitive Securities or portions of definitive Securities to be redeemed. Any interest in a Security held in global form by and registered in the name of the Depositary or its nominee to be redeemed in whole or in part will be selected, unless otherwise provided redeemed in this Indenture, not less than 30 nor more than 60 days prior to accordance with the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing procedures of the Securities selected for redemption or purchase and, in the case of Depositary. If any Security selected for partial redemption or purchaseis converted in part before termination of the conversion right with respect to the portion of the Security so selected, the principal amount thereof converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed or purchased. Securities and portions of Securities of any series selected will may be in amounts equal to treated by the minimum authorized denomination Trustee as outstanding for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount purpose of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseselection.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, unless the Applicable Procedures provide otherwise, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed. The Trustee shall make the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeselection by lot, on a pro rata basis, by lot basis or by such any other method as the Trustee shall deem considers fair and appropriateappropriate or in accordance with the Applicable Procedures to the extent the Securities are issued as Global Securities. In the event Securities in denominations of partial redemption by lot, the particular Securities to $1,000 principal amount may only be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteewhole. The Trustee will promptly notify the Issuer in writing of the Securities selected may select for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the portions (equal to $1,000 principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000 principal amount. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of the Securities to be redeemed. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. If any Security selected for partial redemption or purchaseis converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed to be taken from the portion selected for redemption. Securities that have been converted subsequent to the Trustee commencing selection of Securities to be redeemed but prior to redemption of such Securities shall be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 3.1, if less than all the Securities (including interest coupons, if any) of a series with the same terms are to be redeemed, the Trustee, not more than 45 days prior to the Redemption Date, shall select the Securities of any the series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method manner as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify shall make the Issuer in writing selection from Securities of the Securities selected series that are Outstanding and that have not previously been called for redemption or purchase and, in and may provide for the case selection for redemption of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities Securities, including interest coupons, if any, of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities principal amount of Securities, including interest coupons, if any, of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. For purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities (including interest coupons, if any) shall relate, in the case of any Securities (including interest coupons, if any) redeemed or to be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.only in

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, if less than all of the Securities of any series a Series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, the Series to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange exchange, if any, on which such Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata PRO RATA basis, by lot or by such in accordance with any other method as the Trustee shall deem in its sole discretion considers fair and appropriate. In The Trustee shall make the event selection from Securities of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, Series then outstanding not less than 30 nor more than 60 days prior to the redemption date by the Trusteepreviously called for redemption. The Trustee will promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any a Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than U.S.$1,000. Securities of the Series and portions of them it selects shall be in amounts of U.S.$1,000 or whole multiples of U.S.$1,000 or, with respect to Securities of any series selected will be Series issuable in amounts equal other denominations pursuant to Section 2.2.10, the minimum authorized principal denomination for Securities of that series or any each Series and integral multiple multiples thereof; provided, however, except that if all of the Outstanding Securities of a Series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that seriesU.S.$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities of a Series called for redemption or purchase also apply to portions of Securities of that Series called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series held in definitive form are to be redeemed or purchased in an offer pursuant to purchase at any timeSection 3.01, the Trustee will shall select the particular definitive Securities for redemption to be redeemed PRO RATA or purchase by lot or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any securities exchange or quotation system on which the Securities are then listed or quoted). The Trustee shall make the selection at least 25 days, but not more than 65 days, before the Redemption Date from the Outstanding outstanding definitive Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing may select for redemption portions of the Principal Amount of Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedthat have denominations larger than $1,000. Securities and portions of Securities of any series selected will them the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities Principal Amounts of that series $1,000 or any an integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentenceexpressly stated otherwise, provisions of this Indenture that apply to definitive Securities called for redemption or purchase also apply to portions of definitive Securities called for redemption. The Trustee shall notify the Company promptly of the definitive Securities or portions of definitive Securities to be redeemed. Any interest in a Security held in global form by and registered in the name of the Depositary or its nominee to be redeemed in whole or in part will be redeemed in accordance with the procedures of the Depositary. If any Security selected for partial redemption or purchaseis converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of to be redeemed by a method that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance complies with the requirements of the principal national securities exchange exchange, if any, on which the Securities of such series are listed or quoted or, if such Securities are not so listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, basis by lot or by such any other method as that the Trustee shall deem considers fair and appropriate. In The Trustee shall make the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, selection not less than 30 nor more than 60 days prior to and not less than 15 days before the redemption date by the TrusteeRedemption Date from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption a portion of the Securities selected for redemption or purchase and, in the case principal of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedSecurities of that series that has a denomination larger than $1,000. Securities and portions of Securities of any series selected thereof will be redeemed in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple $1,000 or integral multiples of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities of any series called for redemption or purchase also apply to portions of such Securities called for redemption. The Trustee shall notify the Company promptly of the Securities of any series or portions of such Securities to be called for redemption. If any Security of any series selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion to be selected for redemption. The Securities (or purchaseportion thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Securities of any series, the Company and the Trustee may treat as outstanding any Securities of that series surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Security of that series authenticated and delivered during such period in exchange for the unconverted portion of any Security of that series converted in part during such period.

Selection of Securities to be Redeemed. In the case of any partial redemption, and if the Securities are Global Securities held by the Depository, the particular Securities or portions thereof to be redeemed shall be allocated on a pro rata pass-through distribution of principal basis in accordance with Depository procedures; provided, that, so long as the Securities are held in book-entry form, the selection for redemption of such Securities shall be made in accordance with the operational arrangements of the Depository then in effect, and if the Depository operational arrangements do not allow for redemption on a pro rata pass-through distribution of principal basis, the Securities will be selected for redemption, in accordance with Depository procedures, by lot. If less than all the Securities are not Global Securities held by the Depository, selection of the Securities for redemption will be made by the Trustee on a pro rata basis to the extent practicable or such other method the Trustee deems fair and appropriate; provided that no Securities of any series are to $1,000 or less shall be redeemed or purchased in an offer to purchase at any time, part. The Trustee shall make the Trustee will select the particular selection from outstanding Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which such of Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less have denominations larger than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased$1,000. Securities and portions of Securities of any series selected will them the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple of $1,000 in excess thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Issuer promptly of the Securities or purchaseportions of Securities to be redeemed and the principal amount thereof.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; or or (2) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and appropriate. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer Company promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof of such Securities to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of such Securities of any series selected will that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; providedof such denomination, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of to be redeemed by a method that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance complies with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or quoted or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such any other method as that the Trustee shall deem considers fair and appropriate. In The Trustee shall make the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, selection not more than 60 days and not less than 30 nor more than 60 days prior to before the redemption date by the TrusteeRedemption Date from Securities outstanding and not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption a portion of the Securities selected for redemption or purchase and, in the case principal of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedSecurities that has a denomination larger than $1,000. Securities and portions of Securities of any series selected thereof will be redeemed in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple $1,000 or integral multiples of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be called for redemption. If any Security selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as possible) to be the portion to be selected for redemption. The Securities (or purchaseportion thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period of 15 days immediately preceding the mailing of a notice of redemption and need not treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period. In the event of any redemption of less than all the Securities, the Company will not be required to (i) issue or register the transfer or exchange of any Security during a period of 15 days immediately preceding the mailing of a notice of redemption for such Securities for redemption, or (ii) register the transfer or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, in which case the Company will execute and the Trustee will authenticate and deliver to the Holder a new Security or Securities equal in principal amount to the unredeemed portion of the Security surrendered.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, Securityholders on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any); provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Securities or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method as the Trustee shall deem fair and appropriateis otherwise prohibited. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. Trustee from the outstanding Securities not previously called for redemption. (b) The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to may be redeemed or purchased, the entire in part in multiples of $1,000 principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedonly. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption. (c) In the event the Company is required to make an offer to redeem Securities pursuant to Sections 3.09 and 4.10 hereof and the amount of the Excess Proceeds from the Asset Disposition are not evenly divisible by $1,000, the Trustee shall promptly refund to the Company any remaining Excess Proceeds.

Selection of Securities to be Redeemed. (a) If less than all of any Series of Notes under the Securities of any series Indenture are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities Notes for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1i) if the Securities of that series Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities the Notes are listed; or (2ii) if the Securities of that series Notes are not listed on any national securities exchange, on a pro rata basisbasis to the extent practicable and when the Notes are in the form of global securities, by lot or by such method as in accordance with the Trustee shall deem fair applicable rules and appropriate. procedures of DTC. (b) In the event of a partial redemption by lotredemption, the particular Securities Series of Notes to be redeemed will be selected, unless otherwise provided in this Indentureherein, not less than 30 10 nor more than 60 days prior to the redemption date by the Trustee. Trustee from the outstanding Notes of such Series not previously called for redemption. (c) The Trustee will promptly notify the Issuer in writing of the Securities Notes selected for redemption or purchase and, in the case of any Security Note selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchased. Securities and portions No Notes having principal of Securities of any series selected will less than the Minimum Denomination shall be redeemed in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereofpart; provided, however, except that if all of the Outstanding Securities Notes of a particular Series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities Notes held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, Holder shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this the Indenture that apply to Securities Notes called for redemption or purchase also apply to portions of Securities Notes called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, supplemental indenture or an Officers' Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption to be redeemed or purchase from the Outstanding Securities of that series not previously called for redemption, purchased as follows: : (1a) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or or (2b) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate. In the event No Securities of partial redemption by lot, the particular Securities to $1,000 principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall make the selection at least 25 but not more than 60 days before the redemption date from outstanding Securities of a Series previously called for redemption. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. If less than all In the case of any partial redemption of the Securities, selection of the Securities of any series are to for redemption will be redeemed or purchased in an offer to purchase at any time, made by the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all a partial redemption is made with proceeds of an Equity Offering, selection of the Outstanding Securities or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. Securities may be redeemed in part in multiples of $1,000 principal amount only. Notice of redemption will be sent, by first class mail, postage prepaid, at least 45 days (unless a Holder shorter period is acceptable to the Trustee) prior to the date fixed for redemption to each holder whose Securities are to be redeemed or purchasedat the last address for such holder then shown on the registry books. If any Security is to be redeemed in part only, the entire amount notice of redemption that relates to such Securities held by such Holder, even if not a multiple Security shall state the portion of the minimum authorized denomination for Securities of that series, shall principal amount thereof to be redeemed or purchasedredeemed. Except as provided A new Security in principal amount equal to the unredeemed portion thereof will be issued in the preceding sentencename of the holder thereof upon cancellation of the original Security. On and after any redemption date, provisions interest will cease to accrue on the Securities or part thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the redemption price pursuant to the Indenture. Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Company in writing promptly of the Securities or purchaseportions of Securities to be redeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1i) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; or or (2ii) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and appropriate. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer Company promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of Securities of any series selected will thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; provided, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timetime (other than in the case of a regulatory redemption) pursuant to the redemption provisions of Pxxxxxxxx 0, Xxxxxxxxx 6 or Paragraph 7 of the Securities, the Trustee will select the particular Securities for redemption or purchase from portions thereof to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such any other method as the Trustee shall deem considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, appropriate unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date required by the Trustee. law or applicable depositary requirements; The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed. No Securities having principal of less than the Minimum Denominations Requirement may be redeemed or purchasedin part. Securities and The Trustee may select for redemption portions (not less than the Minimum Denominations Requirement) of the principal amount of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $2,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of like tenor of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption to be redeemed among the Holders on a PRO RATA basis (and in such manner as complies with applicable legal and stock exchange requirements, if any) or purchase from in such other manner as the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchangeTrustee, in compliance with the requirements exercise of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeits reasonable discretion, on a pro rata basis, by lot or by such method as the Trustee shall deem deems fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will from the Outstanding Securities of like tenor of such series shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the TrusteeTrustee from the Outstanding Securities of like tenor of such series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series them selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If If, at the option of the Corporation, less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase to be redeemed by a method the Trustee considers fair and appropriate, subject to any applicable stock exchange requirements. The Trustee shall make the selection from the Outstanding outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which of Securities that have a denomination larger than $1,000 (or the applicable minimum denomination for such Securities are listed; or (2) if in the event the Securities of that series are not listed on any national securities exchange, on payable in ECUs or a pro rata basis, by lot Foreign Currency or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedCurrencies). Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to of $1,000 (or the applicable minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not in the event the Securities are payable in ECUs or a Foreign Currency or Currencies) or a multiple of $1,000 (or the applicable minimum authorized denomination for such Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions event the Securities are payable in ECUs or a Foreign Currency or Currencies). Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee for the Securities of any series to be redeemed shall promptly notify the Corporation in writing of the Securities of such series selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or purchaseto be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular selection of such Securities for redemption or purchase from will be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata PRO RATA basis, by lot (and in such manner as complies with applicable legal requirements) or by such method as the Trustee shall deem fair and appropriate. In the event ; PROVIDED, however, that no Securities of a principal amount at maturity of $1,000 or less shall be redeemed in part; and PROVIDED, FURTHER, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Securities or portions thereof for redemption shall be made by lot, the particular Securities Trustee only on a PRO RATA basis or on as nearly a PRO RATA basis as is practicable (subject to be redeemed will be selectedthe procedures of the Depository), unless such method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Issuers in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount at maturity thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 principal amount at maturity or less may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 principal amount at maturity or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire that have denominations larger than $1,000 principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedat maturity. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; or listed or (2) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and appropriate. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 45 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of Securities of any series selected will thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; provided, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Issuer may acquire Securities by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or purchaseotherwise provided such acquisition does not otherwise violate the other terms of this Indenture.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, to be redeemed on a pro rata basis, by lot or by such any other method as which the Trustee shall deem determine to be fair and appropriateappropriate and which complies with any securities exchange and other applicable requirements, provided that the Trustee may select for redemption in part only Securities in denominations larger than $1,000. In the event of partial redemption by lot, the particular selecting Securities to be redeemed will pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount at Stated Maturity of each Security to be selectedredeemed shall be $1,000 or an integral multiple thereof, unless otherwise provided in this Indentureby increasing, not decreasing or eliminating any amount less than 30 nor more than 60 days prior $1,000 which would be allocable to any Holder. If the redemption date Securities to be redeemed are Certificated Securities, the Certificated Securities to be redeemed shall be selected by the Trustee. The Trustee will promptly notify by prorating, as nearly as may be, or by any other method which the Issuer in writing of the Securities selected for redemption or purchase and, in the case of Trustee shall determine to be fair and appropriate and which complies with any Security selected for partial redemption or purchasesecurities exchange and other applicable requirements, the principal amount thereof of Certificated Securities to be redeemed or purchasedamong the Holders of Certificated Securities registered in their respective names. The Trustee in its discretion may determine the particular Securities and portions of Securities (if there are more than one) registered in the name of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder which are to be redeemed redeemed, in whole or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedin part. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Company promptly of the Securities or purchaseportions of Securities to be redeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such Securities are listed; or (2) , or if the such Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. In The Trustee shall make the event selection from the Securities of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, applicable series not less than 30 nor more than 60 days prior to the redemption date by the Trusteepreviously called for redemption. The Trustee will shall promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security of a series selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will may be redeemed in principal amounts equal to the minimum authorized denomination denominations for Securities of that series or any integral multiple thereofsuch series; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such HolderHolder may be redeemed, even if not a multiple of in the minimum authorized denomination denominations for Securities of that series, shall be redeemed or purchasedsuch Security. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a series called for redemption or purchase also apply to portions of Securities of a series called for redemption. If a Security of any series is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of such Security that is to be redeemed. A new Security of the applicable series in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder of the Securities of such series upon cancellation of the original Securities. Securities called for redemption become due on the Redemption Date. On and after the Redemption Date, interest ceases to accrue on Securities or purchaseportions of them called for redemption unless the Issuer defaults in making the applicable redemption payment.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, if less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption to be redeemed or purchase from purchased among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeSeries, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate; provided that, to the extent the Securities of such Series are represented by a Global Security, the Securities of such Series to be redeemed or repurchased shall be selected in accordance with the procedures of the Depositary. In Subject to the proviso of the immediately preceding sentence, in the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof, Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all whole multiples of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; or listed or (2) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basisprorate, by lot or by such other method as the Trustee shall deem fair and appropriatemay be required by DTC’s procedures. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 45 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of Securities of any series selected will thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; provided, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Issuer may acquire Securities by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or purchaseotherwise provided such acquisition does not otherwise violate the other terms of this Indenture.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee. Trustee from the outstanding Securities not previously called for redemption. (b) The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount at maturity thereof to be redeemed. No Securities in amounts of $2,000 or less shall be redeemed or purchasedin part. Securities and portions of Securities of any series selected will for redemption shall be in amounts equal of $1,000 or integral multiples thereof; provided that the unredeemed portion of Securities held by a Holder after giving effect to the minimum authorized denomination for Securities redemption shall not be in an amount of that series or any integral multiple thereofless than $2,000; provided, however, and provided further that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not $2,000 or a multiple of the minimum authorized denomination for Securities of that series$1,000 in excess thereof, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, in compliance with to be redeemed among the requirements Holders of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that such series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem deems fair and appropriate; provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the The particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 15 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of the series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security of the same series and tenor in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest will cease to accrue on the Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase shall also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed (unless all the Securities of a specified tenor are to be redeemed or purchased in an offer to purchase at any timeunless such redemption affects only a single Security), the Trustee will select the particular Securities for redemption or purchase to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriateappropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. In If less than all the event Securities of partial such series and of a specified tenor are to be redeemed (unless such redemption by lotaffects only a single Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for partial redemption or purchase andand the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security selected for partial redemption redeemed or purchaseto be redeemed only in part, to the portion of the principal amount thereof of such Security which has been or is to be redeemed or purchasedredeemed. If the Company shall so direct, Securities and portions registered in the name of Securities of the Company, any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series Affiliate or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to Subsidiary thereof shall not be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided included in the preceding sentence, provisions of this Indenture that apply to Securities called selected for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer (unless all of the Securities of such series of a specified tenor are to purchase at any time, the Trustee will select be redeemed) the particular Securities for redemption to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Company or purchase the Trustee, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Company or the Trustee shall deem fair and appropriate. In appropriate and which may provide for the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected selection for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal amount of Registered Securities of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series or of the principal amount of global Securities of such series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be redeemed selected not more than 45 days prior to the Redemption Date by the Company or purchased. Except as provided the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Company or the Trustee, provisions as the case may be, shall promptly notify the other in writing of this Indenture that apply to the Securities called selected for redemption or purchase also apply and, in the case of any Securities selected for partial redemption, the principal amount thereof to portions of Securities called for redemption or purchasebe redeemed.

Selection of Securities to be Redeemed. If less the Company decides to redeem fewer than all of the Securities, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeby lot, on a pro rata basis, by lot basis or by such another method as the Trustee shall deem considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will that the Trustee selects shall be in principal amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly (but in any case within seven days of the Trustee’s receipt of the notice from the Company referred to in Section 3.01 unless a shorter notice is acceptable to the Company) of the Securities or portions of the Securities selected to be redeemed and, in the case of any Securities selected for partial redemption, the method it has chosen for the selection of the portions of the Securities selected to be redeemed. Following a notice of redemption, Securities and portions of Securities are convertible pursuant to Article 4, by the Holder until the close of business on the Business Day prior to the Redemption Date. If any Security selected for partial redemption or purchaseis converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, to be redeemed on a pro rata basis, by lot or by such any other method as which the Trustee shall deem determine to be fair and appropriateappropriate and which complies with any securities exchange and other applicable requirements, provided that the Trustee may select for redemption in part only Securities in denominations larger than $1,000. In the event of partial redemption by lot, the particular selecting Securities to be redeemed will pursuant to this Section 3.02, the Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that the principal amount at Stated Maturity of each Security to be selectedredeemed shall be $1,000 or an integral multiple thereof, unless otherwise provided in this Indentureby increasing, not decreasing or eliminating any amount less than 30 nor more than 60 days prior $1,000 which would be allocable to any Holder. If the redemption date Notes to be redeemed are Certificated Securities, the Certificated Securities to be redeemed shall be selected by the Trustee. The Trustee will promptly notify by prorating, as nearly as may be, or by any other method which the Issuer in writing of the Securities selected for redemption or purchase and, in the case of Trustee shall determine to be fair and appropriate and which complies with any Security selected for partial redemption or purchasesecurities exchange and other applicable requirements, the principal amount thereof of Certificated Securities to be redeemed or purchasedamong the Holders of Certificated Securities registered in their respective names. The Trustee in its discretion may determine the particular Securities and portions of Securities (if there are more than one) registered in the name of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder which are to be redeemed redeemed, in whole or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedin part. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Company promptly of the Securities or purchaseportions of Securities to be redeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, to be redeemed among the Holders of the Securities of such series in compliance with the requirements of the principal national securities exchange exchange, if any, on which the Securities of such Securities series are listed; listed or (2) , if the Securities of that such series are not listed on any national securities exchangeso listed, to be redeemed among the Holders of Securities of such series on a pro rata PRO RATA basis, by lot or by such method as the Trustee shall deem deems fair and appropriate; PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 days nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of the series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security of the same series in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest will cease to accrue on the Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase shall also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. In the case of any partial redemption, and if the Securities are Global Securities held by the Depository, the particular Securities or portions thereof to be redeemed shall be allocated on a pro rata pass-through distribution of principal basis in accordance with Depository procedures; provided, that, so long as the Securities are held in book-entry form, the selection for redemption of such Securities shall be made in accordance with the operational arrangements of the Depository then in effect, and if the Depository operational arrangements do not allow for redemption on a pro rata pass-through distribution of principal basis, the Securities will be selected for redemption, in accordance with Depository procedures, by lot. If less than all the Securities are not Global Securities held by the Depository, selection of the Securities for redemption will be made by the Trustee on a pro rata basis to the extent practicable or such other method the Trustee deems fair and appropriate; provided that no Securities of any series are to $2,000 or less shall be redeemed or purchased in an offer to purchase at any time, part. The Trustee shall make the Trustee will select the particular selection from outstanding Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which such of Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less have denominations larger than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased$2,000. Securities and portions of Securities of any series selected will them the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $2,000 or any integral multiple of $1,000 in excess thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Issuer promptly of the Securities or purchaseportions of Securities to be redeemed and the principal amount thereof.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption to be redeemed or purchase from the Outstanding Securities of that series not previously called for redemption, purchased as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event No Securities of partial redemption by lot, the particular Securities to $1,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall make the selection at least 25 days but not more than 60 days before the redemption date from outstanding Securities of a Series not previously called for redemption. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, to be redeemed on a pro rata basis, by lot or by such any other method as that the Trustee shall deem considers fair and appropriate. In The Trustee shall make the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, selection not more than 60 days and not less than 30 nor more than 60 days prior to before the redemption date by the TrusteeRedemption Date from Securities outstanding and not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption a portion of the Securities selected for redemption or purchase and, in the case principal of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedSecurities that has a denomination larger than $1,000. Securities and portions of Securities of any series selected thereof will be redeemed in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple $1,000 or integral multiples of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be called for redemption. If any Security selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as possible) to be the portion to be selected for redemption. The Securities (or purchaseportion thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the Redemption Notice. Upon any redemption of less than all the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period of 15 days immediately preceding the mailing of a notice of redemption and need not treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period. In the event of any redemption of less than all the Securities, the Company will not be required to (i) issue or register the transfer or exchange of any Security during a period of 15 days immediately preceding the mailing of a notice of redemption for such Securities for redemption, or (ii) register the transfer or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, in which case the Company will execute and the Trustee will authenticate and deliver to the Holder a new Security or Securities equal in principal amount to the unredeemed portion of the Security surrendered.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such Securities are listed; listed or (2) , if the such Securities of that series are not then listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem determine to be fair and appropriate. In the event of ; provided, however, that if a partial redemption is made with the Net Cash Proceeds of an Equity Offering, selection of the Securities or portion thereof for redemption shall be made by lot, the particular Securities Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to be redeemed will be selectedthe Depository's procedures), unless such a method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Except as otherwise established in or pursuant to a Board Resolution or Resolutions as contemplated by Section 2.03 with respect to any series of Securities, if, at the option of the Corporation, less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption to be redeemed by a method the Trustee considers fair and appropriate, subject to any applicable stock exchange requirements (so long as the Trustee has actual knowledge of the listing on such stock exchange) or purchase the policies and procedures of the Depositary. The Trustee shall make the selection from the Outstanding outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities that have a minimum denomination of any series selected will be $2,000 or an integral multiple of $1,000 in amounts equal to the excess thereof (or other applicable minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedSecurities). Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee for the Securities of any series to be redeemed shall promptly notify the Corporation in writing of the Securities of such series selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or purchaseto be redeemed only in part, to the portion of the principal amount of such Securities that has been or is to be redeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; , or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such method as provided however, that the event of a pro rata redemption of less than all of the Notes pursuant to this Section 3.2, the Trustee shall deem fair and appropriate. In the event not be required to issue Notes in denominations of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor $1,000. The Trustee shall make the selection not more than 60 days prior to and not less than 15 days before the redemption date by the Trusteefrom Securities outstanding not previously called for redemption. The Trustee will promptly notify the Issuer in writing may select for redemption portions of the principal of Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedthat have denominations larger than $1,000. Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all multiples of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be called for redemption. If any Security selected for partial redemption is converted in part after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion to be selected for redemption. The Securities (or purchaseportions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer Issuer(s) in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 3.1, if less than all of the Securities of any a series with the same terms are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will Trustee, not more than 45 Business Days prior to the redemption date, shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that the series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method manner as the Trustee shall deem fair and appropriate. In appropriate and which may provide for the event selection for redemption of partial redemption by lota portion of the principal amount of any Security of such series, provided, that the particular Securities to unredeemed portion of the principal amount of any Security shall be redeemed will in an authorized denomination (which shall not be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeminimum authorized denomination) for such Security. The Trustee will promptly notify shall make the Issuer in writing selection from Securities of the Securities selected series that are Outstanding and that have not previously been called for redemption or purchase and, in and may provide for the case selection for redemption of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal amount of Securities of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. If less than all the Securities of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed or purchasedand shall notify the Trustee in writing thereof at least 45 Business Days prior to the relevant redemption date. Except as provided For purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the preceding sentencecase of any Securities redeemed or to be redeemed only in part, provisions to the portion of this Indenture that apply the principal amount of such Securities which has been or is to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchasebe redeemed.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeto be redeemed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In ; provided, however, that if the event Securities are redeemed pursuant to Paragraph 6 of partial redemption by lotthe Securities, the particular Securities to shall be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior solely on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the redemption date by procedures of the TrusteeDepository) unless the securities exchange, if any, on which the Securities are listed requires a different method. If the Securities are listed on any national securities exchange, the Company shall notify the Trustee in writing of the requirements of such exchange in respect of any redemption. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements requirements, as certified to it by the Company, of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding no Securities of a Holder are to be redeemed $1,000 in principal amount at maturity or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, less shall be redeemed in part. The Trustee shall make the selection from the Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 or purchasedless in principal amount at maturity may only be redeemed in whole. Except as provided The Trustee may select for redemption portions (equal to $1,000 in the preceding sentence, provisions principal amount at maturity or any integral multiple thereof) of Securities that have denominations larger than $1,000 in principal amount at maturity. Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Securities or portions of Securities to be called for redemption. If after a Security has been selected for partial redemption such Security is converted in part into Conversion Shares, the converted portion of such Security shall be deemed (insofar as it may be) to be the portion selected for redemption. The Securities (or purchaseportions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is converted into Conversion Shares in whole or in part before the notice of redemption is mailed. Upon any redemption of less than all of the Securities, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period that is 15 days preceding the date a notice of redemption is mailed and are not required to treat as outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security converted in part during such period.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In ; provided, however, that if the event Securities are redeemed pursuant to Paragraph 6 of partial redemption by lotthe Securities, the particular Securities to shall be redeemed will be selectedsolely on a pro rata basis unless the securities exchange, unless otherwise provided if any, on which the Securities are listed requires a different method. If the Securities are 47 -40- listed on any national securities exchange, the Company shall notify the Trustee in this Indenture, not less than 30 nor more than 60 days prior to writing of the redemption date by the Trusteerequirements of such exchange in respect of any redemption. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of less than $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timetime pursuant to the optional redemption provisions of Paragraph 5 or Paragraph 6 of the Securities, the Trustee will select the particular selection of such Securities for redemption will be made by the Trustee by lot, pro rata or purchase from in such manner as the Outstanding Securities of that series not previously called for redemption, Trustee shall deem appropriate and fair and in such manner as follows: (1) if the Securities of that series are listed on complies with any national securities exchange, in compliance with the applicable requirements of the principal national securities exchange exchange, if any, on which such the Securities are listedlisted and in such manner as complies with applicable law; or (2) provided, however, that if a partial redemption is made with the proceeds of an Equity Offering pursuant to Paragraph 6 of the Securities, selection of the Securities of that series are not listed on any national securities exchange, or portions thereof for redemption shall be made by the Trustee only on a pro rata basisbasis (subject to the procedures of the Depositary (as defined in Appendix A hereto)), by lot or by unless such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 or less may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed (unless all the Securities of a specified tenor are to be redeemed or purchased in an offer to purchase at any timeunless such redemption affects only a single Security), the Trustee will select the particular Securities for redemption or purchase to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriateappropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. In If less than all the event Securities of partial such series and of a specified tenor are to be redeemed (unless such redemption by lotaffects only a single Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee will shall promptly notify the Issuer Group in writing of the Securities selected for partial redemption or purchase andand the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security selected for partial redemption redeemed or purchaseto be redeemed only in part, to the portion of the principal amount thereof of such Security which has been or is to be redeemed or purchasedredeemed. If Group shall so direct, Securities and portions registered in the name of Securities of Group, any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series Affiliate or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to Subsidiary thereof shall not be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided included in the preceding sentence, provisions of this Indenture that apply to Securities called selected for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption to be redeemed or purchase from the Outstanding Securities of that series not previously called for redemption, purchased as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event Unless otherwise indicated for a particular Series of partial redemption Securities by lota Board Resolution, the particular a supplemental indenture or an Officers’ Certificate, no Securities to of $1,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall make the selection at least 30 days but not more than 60 days before the redemption date from outstanding Securities of a Series not previously called for redemption. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become irrevocably due on the date fixed for redemption at the applicable redemption price, plus accrued and unpaid interest to the redemption date. On and after the redemption date, unless the Company defaults in making the applicable redemption payment, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series a Series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will (or Depositary, as applicable) shall select the particular Securities for redemption to be redeemed pro rata, by lot, or purchase such other method the Trustee (or Depositary, as applicable) considers fair and appropriate and in a manner that complies with applicable requirements of the Depositary. The Trustee (or Depositary, as applicable) shall make the selection from the Outstanding Securities of that series outstanding not previously called for redemptionredemption and shall promptly notify the Company of the serial numbers or other identifying attributes of the Securities so selected. The Trustee (or Depositary, as follows: (1applicable) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements may select for redemption portions of the principal national securities exchange on which such of Securities are listed; or (2) if that have denominations larger than the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as minimum denomination for the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchasedSeries. Securities and portions of Securities of any series selected will them it selects shall be in amounts equal to the minimum authorized a permissible denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedSeries. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. Unless otherwise provided in the Authorizing Resolution, Officer’s Certificate or supplemental indenture relating to a Series, if any Security selected for partial redemption is converted into or purchaseexchanged for common stock or other securities, cash or other Property in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular selection of Securities for redemption or purchase from shall be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; , or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; PROVIDED that no Security of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.2, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The provisions of the two preceding paragraphs of this Section 3.2 shall not apply with respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or purchasein part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized denomination.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, unless the procedures of the Depository provide otherwise, the Trustee will shall select the particular Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange or quotation association on which the Securities are then listed or quoted). Subject to the previous sentence, the Trustee shall make the selection within five Business Days after it receives the notice provided for redemption or purchase in Section 3.01 from the Outstanding outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements . The Trustee may select for redemption portions of the principal national securities exchange on which such amount of Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less have denominations larger than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased$1,000. Securities and portions of Securities of any series selected will that the Trustee selects shall be in principal amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any an integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of the Securities selected to be redeemed and, in the case of any Securities selected for partial redemption, the method it has chosen for the selection of the Securities. Securities and portions of Securities that are to be redeemed are convertible pursuant to Section 10.01(a)(iii) by the Holder until the close of business on the Business Day prior to the Redemption Date. If any Security selected for partial redemption or purchaseis converted in part pursuant to Section 10.01(a)(iii) before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. If less than all of In the Securities case of any series are to be redeemed or purchased in an offer to purchase at any timepartial redemption of Securities, the Trustee will select the particular selection of Securities for redemption or purchase from will be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or listed (2) and the Issuers shall notify the Trustee of any such listing), or if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In appropriate (and in such manner as complies with the event requirements of partial redemption by lot, the particular Depository); provided that no Securities to of $2,000 or less shall be redeemed will in part, or if a PIK Payment has occurred, no Securities of $1.00 (and integral multiples of $1.00 in excess thereof) or less shall be selected, unless otherwise provided redeemed in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteepart. The Trustee will promptly notify shall make the Issuer in writing selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities selected for redemption that have denominations larger than $2,000, or purchase andif a PIK Payment has occurred, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchaseddenominations larger than $1.00. Securities and portions of Securities of any series selected will them the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that series $2,000 or any integral multiple of $1,000 in excess thereof; provided, howeveror if a PIK Payment has occurred, that if all in amounts of the Outstanding Securities $1.00 or integral multiples of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased$1.00 in excess thereof. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. The Trustee shall notify the Issuers promptly of the Securities or purchaseportions of Securities to be redeemed.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular selection of such Securities for redemption or purchase from will be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata PRO RATA basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event appropriate (and in such manner as complies with applicable legal requirements); PROVIDED, HOWEVER, that no Securities of a principal amount at maturity of $1,000 or less shall be redeemed in part; and PROVIDED, FURTHER, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Securities or portions thereof for redemption shall be made by lot, the particular Securities Trustee only on a PRO RATA basis or on as nearly a PRO RATA basis as is practicable (subject to be redeemed will be selectedthe procedures of the Depository), unless such method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Issuers in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount at maturity thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 principal amount at maturity or less may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 principal amount at maturity or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire that have denominations larger than $1,000 principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedat maturity. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular selection of such Securities for redemption or purchase from will be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata basis, by lot -------- or by such method as the Trustee shall deem fair and appropriate. In the event ; provided, -------- however, that no Securities of a principal amount of $1,000 or less shall be ------- redeemed in part; and provided, further, that if a partial redemption is made -------- ------- with the proceeds of a Public Equity Offering, selection of the Securities or portions thereof for redemption shall be made by lot, the particular Securities Trustee only on a pro rata --- ---- basis or on as nearly a pro rata basis as is practicable (subject to be redeemed will be selectedthe --- ---- procedures of the Depository), unless such method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 or less may be redeemed only in whole. The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption to be redeemed by lot, pro rata or purchase from by any other method that the Outstanding Trustee considers fair and appropriate and in such manner as complies with any applicable legal requirements and, if such Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance by a method that complies with the requirements of the principal national securities exchange on which such Securities are listedexchange; or (2) provided, however, that if a partial redemption is made pursuant to Paragraph 5 of the Securities with the proceeds of that series are not listed on any national securities exchangea Public Equity Offering, the selection of the Securities or portions thereof for redemption shall be made by the Trustee only on a pro rata basis, by lot or by unless such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or integral multiples thereof) of the principal amount of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If the Company has elected to redeem less than all of the Securities pursuant to Paragraph 6 of any series are the Securities, the Trustee shall, promptly after receiving the notice specified in Section 3.02, select the Securities to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeby lot, on a pro rata basis, by lot basis or by such in accordance with any other method as the Trustee shall deem deems fair and appropriate. In appropriate and in accordance with its customary practice; or, in the event case of partial redemption by lotSecurities issued in global form, the particular Securities will be selected in accordance with the procedures of the Depository. The Trustee shall not be liable for selections made by it in accordance with this Section 3.03 or for selections made by the Depository. The Trustee shall make such selection from Securities then outstanding and not already to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteevirtue of having been previously called for Redemption. The Trustee will may select for Redemption portions of the principal amount of the Securities that have denominations larger than $1,000 principal amount. Securities and portions of them the Trustee selects for Redemption shall be in amounts of $1,000 principal amount or integral multiples of $1,000 principal amount. The Trustee shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, Redemption and the principal amount thereof to be redeemed redeemed. Doc#: US1:12666659v9 The Registrar need not register the transfer of or purchased. exchange any Securities that have been selected for Redemption or for which the holder has delivered, and portions not validly withdrawn, a Purchase Notice or Fundamental Change Purchase Notice, except, in the case of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, howevera partial purchase, that if all portion of the Outstanding Securities of a Holder are to be redeemed or not being purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, unless the Applicable Procedures specify otherwise, the Trustee will shall select the particular Securities for redemption or purchase to be redeemed within five Business Days after it receives the notice described in Section 3.01(b). The Trustee shall make the selection from the Outstanding Securities of that series outstanding and not previously called for redemptionredemption by lot, as follows: (1) if the Securities of that series are listed on any national securities exchange, or in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeits discretion, on a pro rata basis, by lot basis or by another method that the Trustee considers fair and appropriate (so long as such method as is not prohibited by the Trustee shall deem fair and appropriaterules of any stock exchange or market on which the Securities are listed). In the event Securities in denominations of partial redemption by lot, the particular Securities to $1,000 principal amount may only be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteewhole. The Trustee will promptly notify the Issuer in writing of the Securities selected may select for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the portions (equal to $1,000 principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. (b) If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (up to the amount of the redemption) to be the portion selected for redemption. Securities which have been converted subsequent to the Trustee commencing selection of Securities to be redeemed but prior to redemption of such Securities shall be treated by the Trustee as outstanding for the purpose of such selection. (c) In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or purchaseexchange any Security during a period beginning at the opening of business 15 days before any selection of Securities for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities to be redeemed, or (ii) register the transfer or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 3.1, if less than all the Securities (including interest coupons, if any) of a series with the same terms are to be redeemed, the Trustee, not more than 60 days prior to the Redemption Date, shall select the Securities of any the series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method manner as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify shall make the Issuer in writing selection from Securities of the Securities selected series that are Outstanding and that have not previously been called for redemption or purchase and, in and may provide for the case selection for redemption of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities Securities, including interest coupons, if any, of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities principal amount of Securities, including interest coupons, if any, of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series, provided, that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Guarantor, any Affiliate or any Subsidiary of the Company or any Guarantor shall not be included in the Securities selected for redemption. For purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities (including interest coupons, if any) shall relate, in the case of any Securities (including interest coupons, if any) redeemed or purchasedto be redeemed only in part, to the portion of the principal amount of such Securities (including interest coupons, if any) which has been or is to be redeemed. Except If any Security that is convertible or exchangeable is selected for partial redemption and is converted or exchanged in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted or exchanged portion of such Security shall be deemed (so far as provided in applicable) to be the preceding sentence, provisions of this Indenture that apply to portion selected for redemption. Securities called for redemption which have been converted or purchase also apply to portions exchanged during a selection of Securities called to be redeemed shall be treated by the Trustee as Outstanding for redemption or purchasethe purposes of such selection.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are a Series is to be redeemed or purchased in an offer to purchase at any time, the Trustee will (or Registrar if other than the Trustee) shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, Series for redemption on a pro rata basis, basis to the extent practicable or by lot or such other similar method in accordance with the procedures of the Depository, unless otherwise required by such method as the Trustee shall deem fair and appropriatelaw or applicable stock exchange requirements. In the event of partial redemption by lot, the particular Securities of the Series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 10 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of such Series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in minimum amounts equal to the minimum authorized denomination for Securities of that series $2,000 or any integral multiple thereofwhole multiples of $1,000 in excess of $2,000; provided, however, except that if all of the Outstanding Securities of a Holder of any Series are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities Series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to a Series of Securities called for redemption or purchase also apply to portions of Securities called for redemption. No Securities of a Series of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or purchasesent electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities of a Series or a satisfaction and discharge of this Indenture. If any Security of a Series is to be redeemed in part only, the notice of redemption that relates to that Security shall state the portion of the principal amount of that Security that is to be redeemed. In the case of certificated Securities, a new Security of such Series in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder upon cancellation of the original Security. Securities of a Series called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Securities of a Series or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such Securities are listed; listed or (2) , if the such Securities of that series are not then listed on any a national securities exchange, on a pro rata PRO RATA basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event ; PROVIDED, HOWEVER, that no Securities of a principal amount of $1,000 or less shall be redeemed in part; PROVIDED, FURTHER; that any partial redemption by lot, pursuant to Paragraph 5 of the particular Securities with the proceeds of a Public Equity Offering shall be made on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to be redeemed will be selectedthe Depository's procedures), unless such method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or integral multiples thereof) of the principal amount of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event No Securities of partial redemption by lot, the particular Securities to $1,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or purchased in an offer unless such redemption affects only a single Security all as designated to purchase at any time, the Trustee will select by the Company), the particular Securities for redemption or purchase to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriateappropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. In If less than all the event Securities of partial such series and of a specified tenor are to be redeemed (unless such redemption by lotaffects only a single Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for partial redemption or purchase andand the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security selected for partial redemption 101 101 redeemed or purchaseto be redeemed only in part, to the portion of the principal amount thereof of such Security which has been or is to be redeemed or purchasedredeemed. If the Company shall so direct, Securities and portions registered in the name of Securities of the Company, any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series Affiliate or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to Subsidiary thereof shall not be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided included in the preceding sentence, provisions of this Indenture that apply to Securities called selected for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officer's Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption to be redeemed or purchase from the Outstanding Securities of that series not previously called for redemption, purchased as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event No Securities of partial redemption by lot, the particular Securities to $1,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall make the selection at least 25 days but not more than 60 days before the redemption date from outstanding Securities of a Series not previously called for redemption. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series Notes are to be redeemed or purchased in an offer to purchase at any timetime pursuant to Section 3.12, the Trustee will select the particular Securities Notes for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange National Securities Exchange, if any, on which such Securities the Notes are listed; orlisted as certified to the Trustee by the Company; (2) if the Securities of that series Notes are not then listed on any national National Securities Exchange, or such securities exchangeexchange prescribes no method of selection and the Notes are not held through the Depository or the Depository prescribes no method of selection, on a pro rata basisbasis (or on as nearly a pro rata basis as is practicable), by lot or by such method as the Trustee shall deem deems fair and appropriate, unless that method is otherwise prohibited; or (3) if the Notes are held globally, in accordance with the procedures of the Depository. (b) The Notes will be redeemed only in principal amounts of $2,000 and integral multiples of $1,000; provided that no individual Notes of $2,000 or less shall be redeemed in part. (c) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note to be redeemed. In the event case of partial Definitive Notes, a new Definitive Note in a principal amount equal to the unredeemed portion of the original Definitive Note will be issued in the name of the Holder of the Definitive Note upon cancellation of the original Definitive Note. Notes called for redemption by lotbecome due on the date fixed for redemption. On and after the Redemption Date, interest will cease to accrue on the particular Securities Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent (or, if the Company is the Paying Agent, has segregated and holds in trust) funds in satisfaction of the Redemption Price (including accrued and unpaid interest on the Notes to be redeemed will be selected, unless otherwise provided in redeemed) pursuant to this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. . (d) The Trustee will shall promptly notify the Issuer Company and the Registrar in writing of the Securities Notes selected for redemption or purchase and, in the case of any Security Notes selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed. (e) For purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of the Notes shall relate, in the case of any of the Notes redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedonly in part, to the entire amount of such Securities held by such Holder, even if not a multiple portion of the minimum authorized denomination for Securities of that series, shall principal amount thereof which has been or is to be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if unless all the Securities of that such series and of a specified tenor are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which to be redeemed or unless such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on redemption affects only a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lotsingle Security), the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption date Redemption Date by the Trustee. The Trustee will promptly notify or the Issuer in writing Security Registrar with the approval of the Trustee, from the Outstanding Securities selected of such series not previously called for redemption at random, pro rata, by such method as the Trustee or purchase andthe Security Registrar shall deem customary within the industry, in and which may provide for the case selection for redemption of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal amount of Securities of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be redeemed selected not more than 60 days prior to the Redemption Date by the Trustee or purchased. Except as provided the Security Registrar with the approval of the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The party selecting the Securities to be redeemed shall promptly notify the parties to the Indenture in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture that apply Indenture, unless the context otherwise requires, all provisions relating to Securities called for the redemption or purchase also apply to portions of Securities called for redemption shall relate, in the case of any Securities redeemed or purchaseto be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Selection of Securities to be Redeemed. If Unless otherwise provided as contemplated by Section 2.04(a) hereof, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such in accordance with any other method as the Trustee shall deem deems fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Unless otherwise provided as contemplated by Section 2.04(a) hereof, Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple multiples thereof; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a an integral multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If In the event that less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timetime (other than in the case of a regulatory redemption) pursuant to the redemption provisions of Paragraph 5, Paragraph 6 or Paragraph 7 of the Securities, the Trustee will select the particular Securities for redemption or purchase from portions thereof to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such any other method as the Trustee shall deem considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, appropriate unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date required by the Trustee. law or applicable depositary requirements; The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed. No Securities having principal of less than the Minimum Denominations Requirement may be redeemed or purchasedin part. Securities and The Trustee may select for redemption portions (not less than the Minimum Denominations Requirement) of the principal amount of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $2,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. None of the Trustee, the Registrar, or purchaseany Paying Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any notes (or other security or property) under or with respect to such notes.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities Holders of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot basis or by such in accordance with any other method as the Trustee shall deem considers fair and appropriateappropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any), provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lotredemption, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 days nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. In the event of partial redemption, the Company and the Trustee may treat as outstanding any Securities surrendered for conversion during the period of 15 days next preceding the mailing of the notice of redemption set forth in Section 3.3. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemp- tion, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series them selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If the Company has elected to redeem less than all of the Securities pursuant to paragraph 6 of any series are the Securities, the Trustee shall, promptly after receiving the notice specified in Section 3.02, select the Securities to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1a) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national such securities exchange on which such the Securities are listed; or listed or (2b) if the Securities of that series are not listed on any national securities exchangeso listed, by lot, on a pro rata basisbasis or in accordance with any other method the Trustee considers fair and appropriate, by lot or by such method as and the Trustee shall deem fair and appropriate. In remain harmless with respect thereto; or, in the event case of partial redemption by lotSecurities in global form, the particular Securities will be selected in accordance with the procedures of DTC. The Trustee shall make such selection from Securities then outstanding and not already to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteevirtue of having been previously called for Redemption. The Trustee will may select for Redemption portions of the principal amount of the Securities that have denominations larger than $1,000 principal amount. Securities and portions of them the Trustee selects for Redemption shall be in amounts of $1,000 principal amount or integral multiples of $1,000 principal amount. The Trustee shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, Redemption and the principal amount thereof to be redeemed. The Registrar need not register the transfer of or exchange any Securities that have been (i) selected for Redemption, except the unredeemed portion of the Securities being redeemed in part, or purchased. Securities and portions of Securities (ii) surrendered for conversion or, if a portion of any series selected will be in amounts equal to the minimum authorized denomination Security is surrendered for Securities of that series or any integral multiple thereof; providedconversion, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination portion thereof surrendered for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseconversion.

Selection of Securities to be Redeemed. If less than all of the any Series of Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, the Series to be redeemed among the applicable Holders of such Series in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata PRO RATA basis, by lot or by such in accordance with any other method as the Trustee shall deem considers fair and appropriate, PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities of the Series selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a Series called for redemption or purchase also apply to portions of Securities of that Series called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less fewer than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In ; provided, however, that if the event Securities are redeemed pursuant to Paragraph 6 of partial redemption by lotthe Securities, the particular Securities to shall be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior solely on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the redemption date by procedures of the TrusteeDepository) unless the securities exchange, if any, on which the Securities are listed requires a different method. If the Securities are listed on any national securities exchange, the Company shall notify the Trustee in writing of the requirements of such exchange in respect of any redemption. The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and The Trustee may select for redemption portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereof; provided, however, that if all ) of the Outstanding principal of Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $2,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from of such series to be redeemed among the Outstanding Holders of the Securities of that such series not previously called for redemption, as follows: (1) : if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, by lot and in accordance with the procedure of the applicable Depository on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lotother than on a pro rata basis, the particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days five Business Days (unless a shorter period shall be agreeable to the Trustee) prior to the giving of notice of the redemption date pursuant to Section 3.04, by the TrusteeTrustee from the outstanding Securities of such series not previously called for redemption. The Trustee will shall promptly notify the Issuer Issuers in writing of the Securities of such series selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $2,000 or any integral multiple whole multiples of $1,000 in excess thereof; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if such amount does not equal $2,000 or a multiple of the minimum authorized denomination for Securities of that series$1,000 in excess thereof, shall be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities of any series called for redemption or purchase also apply to portions of Securities of such series called for redemption. The provisions of the two preceding paragraphs of this Section 3.03 shall not apply with respect to any redemption affecting only a Global Security, whether such Global Security is to be redeemed in whole or purchasein part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Security shall be in an authorized denomination.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, to be redeemed among the Holders of the Securities of such series in compliance with the requirements of the principal national securities exchange exchange, if any, on which the Securities of such Securities series are listed; listed or (2) , if the Securities of that such series are not listed on any national securities exchangeso listed, to be redeemed among the Holders of Securities of such series on a pro rata basis, by lot or by such method as the Trustee deems appropriate; provided that no Securities of $1,000 or less shall deem fair and appropriatebe redeemed in part. In the event of partial redemption by lot, the particular Securities of such series to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities of the series not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security of the same series in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption shall become due on the redemption date. On and after the redemption date, interest will cease to accrue on the Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase shall also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of Outstanding Securities are to be redeemed, the Company shall select the Outstanding Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities accepted for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, payment in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not listed on any national a securities exchange, on a pro rata basis, by lot or by such any other method as that the Trustee shall deem deems fair and appropriate. In If the event Company elects to mail notice of partial a redemption by lotto Holders, the particular Trustee shall, at least five days prior to the date notice of redemption is to be mailed, (a) select the Securities to be redeemed will be selectedfrom Securities Outstanding not previously called for redemption, unless otherwise provided in this Indentureand (b) upon request from the Company, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing Company of the names of each Holder of Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof of Securities held by each such Holder and the principal amount of such Holder's Securities that are to be redeemed redeemed. The Trustee shall select for redemption Securities or purchased. Securities and portions of Securities in principal amounts of any series selected will be in amounts equal to the minimum authorized denomination for Securities $1,000 or integral multiples of that series or any integral multiple thereof$1,000; provided, however, that if all of the Outstanding -------- -------- Securities of a Holder are to be redeemed or purchasedselected for redemption, the entire aggregate principal amount of such the Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall may be redeemed or purchasedredeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, unless the Applicable Procedures specify otherwise, the Trustee will shall select the particular Securities for redemption or purchase to be redeemed within five Business Days after it receives the notice described in Section 3.01(b). The Trustee shall make the selection from the Securities Outstanding Securities of that series and not previously called for redemptionredemption by lot, as follows: (1) if the Securities of that series are listed on any national securities exchange, or in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeits discretion, on a pro rata basis, by lot basis or by another method that the Trustee considers fair and appropriate (so long as such method as is not prohibited by the Trustee shall deem fair and appropriaterules of any stock exchange or market on which the Securities are listed). In the event Securities in denominations of partial redemption by lot, the particular Securities to $1,000 principal amount may only be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteewhole. The Trustee will promptly notify the Issuer in writing of the Securities selected may select for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the portions (equal to $1,000 principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. (b) If any Security selected for partial redemption or purchaseis converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (up to the amount selected for the redemption) to be part of the portion selected for redemption. Securities which have been converted subsequent to the Trustee's selection of Securities to be redeemed but prior to redemption of such Securities, shall be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, Securityholders on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate; provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Securities or portions thereof to be redeemed shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. Trustee from the outstanding Securities not previously called for redemption. (b) The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to may be redeemed or purchased, the entire in part in multiples of $1,000 principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedonly. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption redemption. (c) In the event the Company elects or purchaseis required to make an offer to repurchase Securities pursuant to Sections 3.09 hereof and the amount of the Excess Proceeds from the Asset Disposition are not evenly divisible by $1,000, the Trustee shall promptly refund to the Company any remaining Excess Proceeds.

Selection of Securities to be Redeemed. If Unless otherwise specified as contemplated by Section 2.02, if less than all of the Securities (including coupons, if any) of any a series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that the series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed or (2) , if the Securities of that series are not then listed on any a national securities exchange, on a pro rata basis, by lot or by in such method other manner as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify shall make the Issuer in writing selection from Securities of the Securities selected series which are then outstanding, subject to redemption and not previously called for redemption or purchase and, in and may provide for the case selection of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities Securities, including coupons, if any, of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities principal amount of Securities, including coupons, if any, of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series. The Trustee shall promptly notify the Company in writing of the Securities selected by the Trustee for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Securities registered in the name of the Company or any Affiliate thereof shall not be included in the Securities selected for redemption. If less than all of the Securities of any series with differing issue dates, interest rates and Stated Maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed or purchasedand shall notify the Trustee in writing at least 45 days prior to the relevant Redemption Date. Except as provided in Unless the preceding sentencecontext otherwise requires, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed redeemed, or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed or purchased as follows: : (1) if the Securities of that such series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such the Securities of that series are listed; , or , (2) if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and -------- appropriate. In the event of a partial redemption or purchase by lot, the particular Securities to be redeemed or purchased will be selected, unless otherwise provided in this Indenture, selected not less than 30 nor more than 60 days prior to the redemption or purchase date by the TrusteeTrustee from Securities of that series outstanding and not previously called for redemption. The Trustee will promptly shall notify the Issuer Company promptly in writing of the Securities selected or portions of Securities to be called for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Except as otherwise provided as to any particular series of Securities, Securities and portions of Securities of any series selected will thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Securities of that the series to be redeemed or purchased or any integral multiple thereof; provided, however, except that if all of the Outstanding Securities of a Holder the series are to be redeemed or purchased, the entire outstanding amount of such the Securities of the series held by such Holder, even if not a multiple of equal to the minimum authorized denomination for the Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular selection of Securities for redemption or purchase from shall be made by the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, Trustee in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; listed as the Trustee is advised by the Company, or (2) , if the Securities of that series are not listed on any national securities exchangeso listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriateappropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the TrusteeTrustee from the outstanding Securities not previously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will shall be in amounts equal to the minimum authorized denomination for Securities of that series $1,000 or any integral multiple thereofwhole multiples of $1,000; provided, however, except that if all of the Outstanding Securities of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series$1,000, shall be redeemed redeemed. A new Security in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Securities or purchasedportions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with respect to any redemption affecting only a Global Security, whether such Global Security is to be redeemed in whole or purchasein part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Security shall be in an authorized denomination.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from to be redeemed among the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, Securityholders on a pro rata PRO RATA basis, by lot or in accordance with any other method the Trustee considers fair and appropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any); PROVIDED, HOWEVER, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a PRO RATA basis, unless such method as the Trustee shall deem fair and appropriateis otherwise prohibited. In the event of partial redemption by lot, the particular Securities to be redeemed will shall be selected, unless otherwise provided in this Indentureherein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. Trustee from the outstanding Securities not previously called for redemption. (b) The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to may be redeemed or purchased, the entire in part in multiples of $1,000 principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedonly. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption. (c) In the event the Company is required to make an offer to redeem Securities pursuant to Sections 3.09 and 4.11 hereof and the amount of the Excess Proceeds from the Asset Sale are not evenly divisible by $1,000, the Trustee shall promptly refund to the Company any remaining Excess Proceeds.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities being redeemed are listed; listed or (2) , if the Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event , provided that no Securities of a principal amount of $1,000 or less shall be redeemed in part and provided, further, that, if a partial redemption is made with the net proceeds of a Public Equity Offering, selection of the Securities or portions thereof for redemption shall be made by lot, the particular Trustee on a pro rata basis or on as nearly a pro rata basis as possible (provided that no Securities to of a principal amount of $1,000 or less shall be redeemed will be selectedin part and subject to the procedures of the Depository, unless such method is otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteeprohibited). The Trustee will shall make the selection from the Securities outstanding and not previously called for redemption. The Trustee shall promptly notify the Issuer Company in writing of the such Securities selected for redemption or purchase and, in the case of any Security Securities selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. The Trustee may select for redemption portions of the principal amount of Securities that have denominations larger than $1,000. Securities and portions of Securities of any series selected will thereof the Trustee selects shall be in amounts equal to the minimum authorized denomination for of $1,000 or integral multiples of $1,000. No Securities that have denominations of that series $1,000 or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, less shall be redeemed or purchasedselected by the Trustee for partial redemption. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseredemption.

Selection of Securities to be Redeemed. If the Company has elected to redeem less than all of the Securities pursuant to paragraph 6 of any series are the Securities, the Trustee shall, promptly after receiving the notice specified in Section 3.02, select the Securities to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1a) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national such securities exchange on which such the Securities are listed; or listed or (2b) if the Securities of that series are not listed on any national securities exchangeso listed, by lot, in the case of Securities in certificated form, on a pro rata basisbasis or in accordance with any other method the Trustee considers fair and appropriate, by lot or by such method as and the Trustee shall deem fair and appropriate. In remain harmless with respect thereto; or, in the event case of partial redemption by lotSecurities in global form, the particular Securities will be selected in accordance with the procedures of DTC. The Trustee shall make such selection from Securities then outstanding and not already to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteevirtue of having been previously called for Redemption. The Trustee will may select for Redemption portions of the principal amount of the Securities that have denominations larger than $1,000 principal amount. Securities and portions of them the Trustee selects for Redemption shall be in amounts of $1,000 principal amount or integral multiples of $1,000 principal amount. The Trustee shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, Redemption and the principal amount thereof to be redeemed. The Registrar need not register the transfer of or exchange any Securities that have been (i) selected for Redemption, except the unredeemed portion of the Securities being redeemed in part, or purchased. Securities and portions of Securities (ii) surrendered for conversion or, if a portion of any series selected will be in amounts equal to the minimum authorized denomination Security is surrendered for Securities of that series or any integral multiple thereof; providedconversion, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination portion thereof surrendered for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchaseconversion.

Selection of Securities to be Redeemed. If Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officer's Certificate, if less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, to be redeemed as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which such the Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event No Securities of partial redemption by lot, the particular Securities to $1,000 of principal amount or less will be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedpart. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Notices of redemption may not be conditional. If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of that Security to be redeemed. A new Security in principal amount equal to the unredeemed portion of the original Security presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Security. Securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or purchaseaccrete on Securities or portions of them called for redemption.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer (unless all of the Securities of such series and of a specified tenor are to purchase at any timebe redeemed), the Trustee will select the particular Securities for redemption or purchase to be redeemed shall be selected not more than 60 days prior to the Redemption Date from the Outstanding Securities of that such series not previously called for redemption, as follows: (1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In appropriate and which may provide for the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee. The Trustee will promptly notify the Issuer in writing of the Securities selected selection for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts (equal to the minimum authorized denomination for Securities of that series or any integral multiple multiples of $1,000 in excess thereof; provided, however, that if all ) of the Outstanding principal amount of Securities of such series of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that in the case of Global Securities, the particular Securities to be redeemed shall be selected in accordance with the applicable procedures of the Depositary. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed or purchased. Except as provided shall be selected not more than 60 days prior to the Redemption Date from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, provisions the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated as Outstanding for the purpose of such selection. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture that apply Indenture, unless the context otherwise requires, all provisions relating to Securities called for the redemption or purchase also apply to portions of Securities called for redemption shall relate, in the case of any Securities redeemed or purchaseto be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Selection of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the particular Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: (1) if the Securities of that such series are listed on any national securities exchange, to be redeemed in compliance with the requirements of the principal national securities exchange exchange, if any, on which such Securities are listed; or (2) , or if the such Securities of that series are not listed on any a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. In The Trustee shall make the event selection from the Securities of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, applicable series not less than 30 nor more than 60 days prior to the redemption date by the Trusteepreviously called for redemption. The Trustee will shall promptly notify the Issuer Company in writing of the Securities selected for redemption or purchase and, in the case of any Security of a series selected for partial redemption or purchaseredemption, the principal amount thereof to be redeemed or purchasedredeemed. Securities and portions of Securities of any series selected will may be redeemed in principal amounts equal to the minimum authorized denomination denominations for Securities of that series or any integral multiple thereofsuch series; provided, however, except that if all of the Outstanding Securities of a series of a Holder are to be redeemed or purchasedredeemed, the entire outstanding amount of Securities of such Securities series held by such HolderHolder may be redeemed, even if not a multiple of in the minimum authorized denomination denominations for Securities of that series, shall be redeemed or purchasedsuch Security. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a series called for redemption or purchase also apply to portions of Securities of a series called for redemption. If a Security of any series is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount of such Security that is to be redeemed. A new Security of the applicable series in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder of the Securities of such series upon cancellation of the original Securities. Securities called for redemption become due on the Redemption Date. On and after the Redemption Date, interest ceases to accrue on Securities or purchaseportions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Selection of Securities to be Redeemed. (a) If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any timeredeemed, unless the Applicable Procedures specify otherwise, the Trustee will shall select the particular Securities for redemption or purchase to be redeemed within five Business Days after it receives the notice described in Section 3.1(b). The Trustee shall make the selection from the Outstanding Securities of that series outstanding and not previously called for redemptionredemption by lot, as follows: (1) if the Securities of that series are listed on any national securities exchange, or in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or (2) if the Securities of that series are not listed on any national securities exchangeits discretion, on a pro rata basis, by lot basis or by another method that the Trustee considers fair and appropriate (so long as such method as is not prohibited by the Trustee shall deem fair and appropriaterules of any stock exchange or market on which the Securities are listed). In the event Securities in denominations of partial redemption by lot, the particular Securities to $1,000 principal amount may only be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than 60 days prior to the redemption date by the Trusteewhole. The Trustee will promptly notify the Issuer in writing of the Securities selected may select for redemption or purchase and, in the case of any Security selected for partial redemption or purchase, the portions (equal to $1,000 principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however, that if all ) of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire principal amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchasedhave denominations larger than $1,000. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. (b) If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (up to the amount of the redemption) to be the portion selected for redemption. Securities which have been converted subsequent to the Trustee commencing selection of Securities to be redeemed but prior to redemption of such Securities shall be treated by the Trustee as outstanding for the purpose of such selection. (c) In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or purchaseexchange any Security during a period beginning at the opening of business 15 days before any selection of Securities for redemption and ending at the close of business on the earliest date on which the relevant Redemption Notice is deemed to have been given to all Holders of Securities to be redeemed, or (ii) register the transfer or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.