Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(bSubject to and in accordance with the provisions of this Section 10, the Corporation shall have the right, at its option, at any time (subject to Section 10(c)), 5(cto redeem, out of funds legally available therefor, (i) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part (ii) any portion of the Notes shares of Preferred Stock then outstanding at a redemption price per share in cash (the “Redemption Price”) equal to 100% two times (2x) the sum of (A) the principal amount Liquidation Preference and (B) the Accrued Dividends of the Notes redeemed plus the Applicable Premium each such share of Preferred Stock as of, and accrued and unpaid interest, if any, to of the date of such redemption; provided, that any Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x) the amount of such current period Accrued Dividends; provided, further, that any redemption under this Section 10 for less than all of the shares of Preferred Stock then outstanding must be for no less than one-third (1/3) of the total number of shares of Preferred Stock initially issued to the Investor on the Original Issuance Date and must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below five percent (5%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis). The Corporation may exercise its right to require redemption under this Section 10 by sending a written notice to each Holder of Preferred Stock (the “Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Redemption Date”), subject which shall be a Business Day that is no earlier than 30 days and no later than 60 days from the date the Redemption Notice is sent and (y) the aggregate number of shares of Preferred Stock which are being redeemed pursuant to such redemption. If fewer than all of the shares of Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders of Preferred Stock based on the total number of shares of Preferred Stock then held by such Holder relative to the total number of shares of Preferred Stock then outstanding. Notwithstanding anything to the contrary in this Section 10(a), each Holder of shares of Preferred Stock to be redeemed by the Corporation may elect to convert all or any portion of the shares of Preferred Stock held by such Holder into Common Stock in accordance with the provisions of Section 6 (taking into account the limitation in the last sentence of Section 6(a)(i)(B), applied ratably with respect to each outstanding share of Preferred Stock) at any time prior to the applicable Redemption Date. (b) Redemption pursuant to Section 10(a) shall become effective on the Redemption Date and the aggregate Redemption Price for such redeemed shares shall be due and payable in cash to the record Holder of the shares of Preferred Stock being redeemed on such date. If a Redemption Notice has been delivered in accordance with Section 10(a) and if the funds necessary for redemption have been paid to the Holders of shares of Preferred Stock being redeemed, then from and after the applicable Redemption Date, dividends and distributions will cease to accrue on such redeemed shares of Preferred Stock, such redeemed shares of Preferred Stock shall no longer be deemed outstanding and all rights of the Holders with respect to such redeemed shares of Notes on Preferred Stock will terminate, except the relevant Record Date right to receive interest due on the relevant Interest Payment Dateaggregate Redemption Price for such redeemed shares of Preferred Stock held by each such Holder. (c) Until May 15, 2016, The Corporation’s optional redemption right provided by Section 10(a) shall not be available to the Issuer may, Corporation at its option, on one or more occasions redeem up to 35any time at which: (i) the Common Stock Trading Price has exceeded 200% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of then applicable Conversion Price (x) for more than five (5) Trading Days during the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding 30-Trading Day period immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of preceding the date of closing delivery of each such Equity Offering. the Redemption Notice or (y) for any Trading Day during the five (5) consecutive Trading Day period immediately preceding the date of any redemption upon any Equity Offering may be given prior delivery of the Redemption Notice; or (ii) the Corporation is, or was during the five (5) consecutive Trading Day period immediately preceding the date of delivery of the Redemption Notice, in possession of material non-public information relating to the redemption thereofCorporation, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestthat, if anypublicly disclosed, would be reasonably expected to have a material and positive effect on the Common Stock Trading Price on the Trading Day immediately following the date on which such information is publicly disclosed relative to the Redemption Date, subject to the right of Holders of record Common Stock Trading Price on the relevant Record Date to receive interest due Trading Day immediately preceding the date on the relevant Interest Payment Date, if redeemed during the twelvewhich such information is publicly disclosed (assuming such information is publicly disclosed pre-month period beginning market open on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturea Trading Day or on a day that is not a Trading Day).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to November 1, 2019. (b) At any time prior to May 15November 1, 2016, 2019 the Issuer may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and plus, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15November 1, 20162019, the Issuer may, at its option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes issued by it at a redemption price equal to 105.000107.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 60 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15November 1, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 November 1 of each of the years indicated below: 2016 103.750 2019 105.438 % 2017 102.500 2020 103.625 % 2018 101.250 2021 101.813 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture. In addition, any redemption pursuant to this paragraph 5 may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a debt or equity financing, acquisition or other transaction or event. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (including to a date later than 60 days after the date on which such notice was mailed or delivered electronically), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15October 1, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 3540.0% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of by the Issuer from one or more Equity Offerings; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such . All redemption or notice notices may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) On and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, ) if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 103.250 % 2016 103.750 101.625 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (ba) At any time prior to May November 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May November 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May November 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May November 15 of each of the years indicated below: 2016 103.750 104.500 % 2017 102.500 103.000 % 2018 101.250 101.500 % 2019 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under set forth in clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and (c) of this Section 3.07, the Issuers shall not have the option to redeem the Notes prior to May December 15, 20162010. On or after December 15, 2010, the Issuer may Issuers shall have the option to redeem all or or, from time to time, a part of the Notes Notes, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed amount) set forth below, plus the Applicable Premium as of, and accrued and unpaid interestinterest (including Additional Interest, if any, ) to the applicable redemption date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date.), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 2010 104.0625 % 2011 102.7083 % 2012 101.3542 % 2013 and thereafter 100.000 % (cb) Until May On or before December 15, 20162010, the Issuer mayIssuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at its option, on one or more occasions redeem up to 35a redemption price equal to: (i) 100% of the aggregate principal amount of the Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofbe redeemed, plus accrued and unpaid interest, if any, to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date), with plus (ii) the net cash proceeds received of Make Whole Amount. (c) On or before December 15, 2008, the Issuers may on any one or more Equity Offerings; provided that at least 50occasions redeem in the aggregate up to 35% of the sum of the aggregate principal amount of Notes originally issued under hereunder with the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence net cash proceeds of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion Equity Offerings at a redemption price equal to 108.125% of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date a record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each ); provided that Back to Contents (i) at least 65% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %aggregate principal amount of Notes issued hereunder remains outstanding after each such redemption; and (eii) any redemption occurs within 90 days after the closing of such Equity Offering (without regard to any over-allotment option). (d) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May February 15, 20162023, the Issuer may redeem all or a part portion of the Notes Notes, upon notice as set forth in Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May February 15, 20162023, the Issuer may redeem the Notes, in whole or in part part, upon notice as set forth in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May February 15 of each of the years indicated below: 2016 103.750 2023 103.063 % 2017 102.500 2024 101.531 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ec) Any In addition, until February 15, 2023, the Issuer may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption pursuant price equal to this paragraph 5 shall be made pursuant 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the provisions right of Sections 3.01 through 3.06 Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the Indenturesum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years periods indicated below: 2016 103.750 October 15, 2020 to October 14, 2021 106.563 % 2017 102.500 October 15, 2021 to April 14, 2022 104.375 % 2018 101.250 % 2019 April 15, 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 B Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 B Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 B Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 B Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 B Notes originally issued under the Indenture on the Issue Date and any Additional 2017 B Notes that are 2017 B Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 B Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750 % 2017 102.500 2013 104.62500 % 2018 101.250 2014 102.31250 % 2019 2015 and thereafter 100.000 100.00000 % (e) Any redemption of 2017 B Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before January 15, 2019. (b) At any time prior to May January 15, 20162019, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May Prior to January 15, 20162019, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 105.000105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Additional Interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and or after May January 15, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 2019 103.844 % 2017 102.500 2020 102.563 % 2018 101.250 2021 101.281 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. set forth in subparagraphs (b) At any time and (c) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May August 15, 2016. Thereafter, the Issuer may Company shall have the option to redeem all the Notes, in whole or a part in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2016 106.000 % 2017 104.000 % 2018 102.000 % 2019 and thereafter 100.000 % (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to August 15, 2016, the Issuer may, at its option, Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes theretofore issued under the Indenture at a redemption price equal to 105.000Redemption Price of 108.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received of one or more Equity Offerings; provided that (i) at least 5065% of the sum of the aggregate principal amount of Notes originally theretofore issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that following each such redemption occurs and (ii) the redemption shall occur within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May In addition, at any time prior to August 15, 2016, the Issuer Company may redeem the Notes, in whole all or in part at the redemption prices (expressed as percentages of principal amount of the Notes at a Redemption Price equal to be redeemedthe sum of (i) set forth below100% of the principal amount thereof, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except On and after July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as described below under clauses 5(bpercentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), 5(c) if redeemed during the twelve-month period beginning on July 15 of each of the years set forth below. Year Percentage 2013 106.625 % 2014 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior Prior to May July 15, 20162013, the Issuer Issuers may redeem all or a part up to 35% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price of 113.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (3) the redemption occurs within 90 days of the Issuers’ receipt of the proceeds of such Equity Offering. (c) Prior to July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016to, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, date (subject to the right of Holders of record on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofNot more than once in any twelve-month period, the Issuer shall be entitled to redeem Notes will at a Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest, to the Redemption Date; provided that the aggregate principal amount of Notes redeemed in aggregate pursuant to this Section 5(a) shall not be redeemable at the Issuer’s optionexceed $75.0 million. (b) At any time prior to May 15June 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes shall be entitled on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) at a redemption price equal to 105.000Redemption Price of 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsDesignated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Designated Offering. (dc) On and or after May 15June 1, 20162011, the Issuer may shall be entitled to redeem all or part of the Notes, in whole or in part at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if anyinterest thereon, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below: 2016 103.750 2011 105.000% 2017 102.500 2012 102.500% 2018 101.250 % 2019 and thereafter 100.000 2013 100.000% (ed) Any redemption pursuant In addition, at any time and from time to this paragraph 5 shall be made pursuant time prior to June 1, 2011, the provisions of Sections 3.01 through 3.06 Company may redeem all or any portion of the IndentureNotes outstanding at a redemption price equal to (a) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date, plus (b) the Make Whole Amount.

Optional Redemption. (aOther than pursuant to a Mandatory Redemption in accordance with Section 5(a) Except as described below under clauses 5(bor a redemption upon a Change of Control in accordance with Section 5(c), 5(c) and 5(d) hereof, the Notes will shares of Convertible Preferred Stock shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016option of the Company by the Corporation until following the four-year anniversary of the Issue Date. Following such date, the Issuer may redeem all or a part of Corporation shall have the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer mayright, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofupon not less than 60 days' prior written notice ("Notice"), plus accrued and unpaid interest, if any, to the Redemption Date, but subject to the right of the Holders to convert their shares of Convertible Preferred Stock into shares of Common Stock pursuant to Section 9, to redeem, out of funds legally available therefor, all or a portion of the shares of Convertible Preferred Stock during the 12-month period beginning on July 31 of the years indicated below (subject to the right of the Holder of record on a record date for the relevant Record Date payment of a dividend on the Convertible Preferred Stock to receive interest the dividend due on such shares of Convertible Preferred Stock on the relevant Interest Payment Datecorresponding dividend payment date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each if such redemption; provided further that each such redemption occurs within 180 days of the dividend payment date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given is prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (ddate set for redemption) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount a percentage of the Notes Liquidation Price) set forth below (each a "Redemption Price"): Year Redemption Price ---- ---------------- 2003 105% 2004 104% 2005 103% 2006 102% 2007 101% 2008 and thereafter 100% provided that the Corporation shall not be entitled to redeem Convertible Preferred Stock in accordance with this subparagraph (b) unless the closing sales price for shares of Common Stock on the NYSE for the 30 consecutive trading days immediately preceding the date of the Notice shall be at least 350% of the current Conversion Price on or prior to June 30, 2004 and at least 150% of the current Conversion Price thereafter. In case of the redemption of less than all of the then outstanding Convertible Preferred Stock, the Corporation shall select the shares of Convertible Preferred Stock to be redeemed in accordance with any method permitted by the national securities exchange on which the Convertible Preferred Stock is then listed, or if not so listed, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed) , or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Convertible Preferred Stock at any time outstanding until all dividends accrued to such payment date upon all Convertible Preferred Stock then outstanding shall have been paid. The Notice shall be given by first class mail, postage prepaid, to each Holder of record of the Convertible Preferred Stock to be redeemed, at such Holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the then current Conversion Price, the place or places of payment and conversion and that payment or conversion will be made upon presentation of and surrender of the certificates evidencing the shares of Convertible Preferred Stock to be redeemed or converted, and that the Convertible Preferred Stock may be converted at any time before the close of business on such date fixed for redemption. Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the Holder of the Convertible Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to a Holder of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any shares of Convertible Preferred Stock owned by other Holders to whom such notice was duly given. On or after the date fixed for redemption as stated in such Notice, each Holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued without cost to the Holder thereof representing the unredeemed shares. If such Notice shall have been so mailed and if, on or prior to the redemption date specified in such notice, all funds necessary for such redemption shall have been set forth belowaside by the Corporation, plus separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed (as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for shares of the Convertible Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of the Convertible Preferred Stock with respect to which such notice shall have been mailed and such funds shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such shares of the Convertible Preferred Stock so called for redemption shall forthwith cease and terminate, except the right of the Holders to receive out of the funds so set aside in trust the amount payable on the redemption thereof (including an amount equal to accrued and unpaid interest, if any, dividends to the redemption date) without interest thereon. The Holder of any shares of Convertible Preferred Stock redeemed upon any exercise of the Corporation's redemption right under this Section 5(b) shall not be entitled to receive payment of the Redemption Date, Price for such shares until such Holder shall cause to be delivered to the place specified in the Notice (i) the certificate(s) representing such shares of Convertible Preferred Stock redeemed and (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such shares of Convertible Preferred Stock to the Corporation free of any adverse interests; provided that the foregoing is subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each other provisions of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions Corporation's Articles of Sections 3.01 through 3.06 of the IndentureIncorporation governing lost certificates generally.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162014, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May April 15, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May April 15, 20162014, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthis Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Unsecured Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Unsecured Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringoffer. (d) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (e) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 % 100.000% (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Unsecured Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indentureredemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

Optional Redemption. (a) Except as described below At any time prior to August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under clauses 5(bthe Unsecured Indenture at a redemption price equal to 108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(dat least the lesser of (a) hereof, 50% of the aggregate principal amount of the Unsecured Notes will not be redeemable at (including any Additional Unsecured Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Issuer’s optionUnsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Unsecured Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Unsecured Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Unsecured Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Unsecured Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Unsecured Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days in an offer, Unsecured Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by an Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringoffer. (d) [Reserved]. (e) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to August 1, 2024. (f) On and or after May 15August 1, 20162024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Unsecured Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Unsecured Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May 15 of each August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 104.000% 2017 102.500 2025 102.000% 2018 101.250 % 2019 2026 and thereafter 100.000 100.000% (eg) Any In connection with any redemption pursuant of Unsecured Notes (including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to this paragraph 5 one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be made pursuant satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the provisions Holders of Sections 3.01 through 3.06 Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Issuer defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 A Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 A Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 A Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 A Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 A Notes originally issued under the Indenture on the Issue Date and any Additional 2017 A Notes that are 2017 A Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 A Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750% 2017 102.500 2013 104.62500% 2018 101.250 2014 102.31250% 2019 2015 and thereafter 100.000 100.00000% (e) Any redemption of 2017 A Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) Subject to and 5(d) hereofin accordance with the provisions of this Section 10, the Notes will not be redeemable Corporation shall have the right, at the Issuer’s its option. (b) At , at any time prior following the third anniversary of the Original Issuance Date to May 15, 2016, the Issuer may redeem (i) all or a part (ii) any portion of the Notes shares of Preferred Stock then outstanding at a redemption price per share in cash (the “Optional Redemption Price”) equal to 100% two times (2x) the sum of (A) the principal amount Accumulated Amount and (B) the Interim Accrued Dividends of the Notes redeemed plus the Applicable Premium each such share of Preferred Stock as of, and accrued and unpaid interest, if any, to of the date of such redemption; provided, that any Interim Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x) (not 2X) the amount of such current period Interim Accrued Dividends; provided, further, that any redemption under this Section 10 for less than all of the shares of Preferred Stock then outstanding must redeem sufficient shares of Preferred Stock such that the redemption will be treated as a payment in exchange for stock pursuant to Section 302(b) of the Code for United States federal income tax purposes (for the avoidance of doubt, taking into account any equity interests held in the Corporation by the Investor) and must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below three percent (3%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis); provided, further, that the Corporation shall not be entitled to exercise its option to redeem pursuant to this Section 10(a) unless as of the Optional Redemption Date all of the Common Stock Liquidity Conditions are satisfied. The Corporation may exercise its right to require redemption under this Section 10 by sending a written notice to each Holder of Preferred Stock (the “Optional Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Optional Redemption Date”), subject which shall be a Business Day that is no earlier than 10 days and no later than 60 days from the date the Redemption Notice is sent and (y) the aggregate number of shares of Preferred Stock which are being redeemed pursuant to such redemption and the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% aggregate and per-share purchase price therefor. If fewer than all of the aggregate principal amount shares of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains Preferred Stock then outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes are to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 10(a), then such redemption shall be made pursuant occur on a pro rata basis with respect to all Holders of Preferred Stock based on the total number of shares of Preferred Stock then held by such Holder relative to the provisions total number of Sections 3.01 through 3.06 shares of the IndenturePreferred Stock then outstanding.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15June 1, 20162014, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000100% of the aggregate principal amount thereof, plus a premium equal to the stated interest rate per annum on the Notes, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15June 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2015 104.025 % 2016 103.750 102.683 % 2017 102.500 101.342 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 109.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after May October 15, 20162020, the Issuer Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years periods indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %: (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162017, the Issuer Company may redeem all or a part of the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption. (cb) Until May 15, 2016, the Issuer may, at its option, At any time on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 20162017, the Issuer may Company shall have the option to redeem the Notes, in whole or in part part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 102.938 % 2018 101.250 101.469 % 2019 and thereafter 100.000 % (c) At any time prior to May 15, 2017, the Company may redeem on any one or more occasions Notes representing up to 35% of the aggregate principal amount of Notes originally issued from time to time under this Indenture (including any Notes originally issued after the Issue Date) at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (i) Notes representing at least 65% of the aggregate principal amount of Notes originally issued from time to time under this Indenture (including any Notes originally issued after the Issue Date) remain outstanding immediately after the occurrence of each such redemption and (ii) such redemption shall occur within 90 days of the date of the closing of each such Qualified Equity Offering. (d) The Company may at any time unconditionally redeem, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption if it or any Guarantor has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of (i)(1) any change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction to tax or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of this Indenture (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Indenture, such later date); and (ii) such obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it. Notwithstanding the preceding sentence of this Section 3.07(d), no notice of redemption of the Notes pursuant to this Section 3.07(d) may be given earlier than 60 days prior to the earliest date on which the Company could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to giving notice of any such redemption, the Company shall deliver to the Trustee (y) an Officers’ Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal counsel to the Company to the effect that the circumstances referred to in clause (i) above exist. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 20162023, the Issuer Company may at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to May 1, 2023, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 107.250% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to May 1, 2023. (e) On and after May 151, 20162023, the Issuer Company may at its option and on one or more occasions redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years periods indicated below: 2016 103.750 May 1, 2023 to April 30, 2024 103.625 % 2017 102.500 May 1, 2024 to April 30, 2025 101.813 % 2018 101.250 % 2019 May 1, 2025 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Company or its Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162018, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption price equal to 105.000106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to the redemption date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that (i) at least 65% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally initially issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each following such redemption; provided further that each and (ii) any such redemption occurs shall be made within 180 90 days of the date of the closing of each any such Equity Offering. (b) At any time prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) the sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (c) The redemption price for Notes that are redeemed on or after the Par Call Date will be equal to the sum of 100% of the principal amount of the Notes to be redeemed, together with, in each case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. The redemption price shall be calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to rely on such calculation. Notice of any redemption redemption, including, without limitation, upon any an Equity Offering may be given prior to the redemption thereofOffering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) On and after May 15. If such redemption notice is subject to satisfaction of one or more conditions precedent, 2016such notice shall state that, in the Issuer’s discretion, the Issuer redemption date may redeem the Notes, in whole be delayed until such time as any or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 all such conditions shall be made pursuant to satisfied (or waived by the provisions Issuer 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 by the date of Sections 3.01 through 3.06 redemption, or by the date of the Indentureredemption so delayed.

Optional Redemption. (a) Except as described below At any time prior to May 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under clauses 5(bthe Indenture at a redemption price equal to 105.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date), 5(cwith an amount of cash not greater than the net proceeds of one or more Equity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and 5(dits Subsidiaries) hereof, remains outstanding immediately after the Notes will not be redeemable at occurrence of such redemption; and (ii) the Issuer’s optionredemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016Except pursuant to the preceding paragraphs, the Issuer may, Notes will not be redeemable at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Company’s option prior to the redemption thereofMay 1, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2018. (d) On and or after May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 2016 103.750 % 2017 Year Percentage 2018 102.500 % 2018 101.250 2019 101.667 % 2019 2020 100.833 % 2021 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May March 15, 20162023, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to March 15, 2023, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including 2026 Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 101.750% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any 2026 Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (f) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to March 15, 2023. (d) On and after May March 15, 20162023, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May March 15 of each of the years indicated below: 2016 103.750 2023 100.875% 2017 102.500 2024 100.438% 2018 101.250 % 2019 2025 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162015, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to to, the applicable date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15Prior to October 1, 20162013, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000115.00% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2015. (d) On From and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Date if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 107.50 % 2016 103.750 105.00 % 2017 102.500 102.50 % 2018 101.250 % 2019 and thereafter 100.000 %100.00 % Notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below At any time, and from time to time, prior to July 1, 2019, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to the greater of.: (1) 100% of the principal amount of such Notes redeemed; and (2) the excess of: (i) the present value at such redemption date of (i) the redemption price of the Note at July 1, 2019 (such redemption price being set forth in the table under clauses 5(bclause (e) below) plus (ii) all required interest payments due on the Note through July 1, 2019 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), 5(ccomputed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (ii) the principal amount of the Note, (3) plus, in each case, any accrued and 5(d) hereofunpaid interest, if any, to, but not including, the Notes will not be redeemable at date of redemption (subject to the Issuer’s optionright of Holders on the relevant record date to receive interest due on the relevant interest payment date). In the event of any redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. (b) At any time prior to May 15July 1, 20162019, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.000105.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to to, but not including, the Redemption Date, date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with interest payment date) in an amount of up to the amount of net cash proceeds received of by or contributed to the Issuer from one or more Equity Offerings; provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any (including Additional Notes issued under but excluding Notes held by the Indenture after the Issue Date Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each , and (2) notice of such redemption occurs is given within 180 90 days of the date of the closing of each such Equity Offering. Notice The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of any redemption upon any Equity Offering may the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to July 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2019. (d) On and or after May 15July 1, 20162019, the Issuer may redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on Notes redeemed, to, but not including, the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve-month period beginning on May 15 of each July 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 2019 102.938 % 2017 102.500 2020 101.469 % 2018 101.250 % 2019 2021 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 5 6 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option[Reserved]. (b) At any time or from time to time on or after June 1, 2012, the Issuers, at their option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated: 2012 105.875 % 2013 and thereafter 100 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (c) At any time or from time to time prior to May 15June 1, 20162012, the Issuer Issuers, at their option, may redeem all or a part up to 35% of the aggregate principal amount of the Notes issued under this Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 111.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering. (d) The Issuers may, at their option, redeem all (but not less than all) of the Notes then outstanding, in each case at 100% of the principal amount of the Notes redeemed Notes, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption redemption, if the Issuers have become, or the Issuers reasonably determine that they would become, obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of change in law (including any change occurring pursuant to regulations promulgated thereunder or treaties of any Relevant Taxing Jurisdiction) or change in the interpretation or administration of law, regulation, ruling or treaty (including a holding by a court of competent jurisdiction) (each such change, a “Redemption DateChange in Tax Law”), subject to the rights of Holders of Notes if such Change in Tax Law is announced and becomes effective on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after and the occurrence Issuers reasonably determine that such obligation cannot be avoided by the use of each such redemption; provided further that each such redemption occurs within 180 days reasonable measures available to them (not including a substitution of the date of closing of each such Equity OfferingIssuer). Notice of any such redemption upon any Equity Offering may must be given prior within 60 days of the earlier of the announcement and the effectiveness of any such Change in Tax Law. Prior to the publication or mailing of any notice of redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, pursuant to the Redemption Dateforegoing, subject the Issuers will deliver to the right Trustee an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of Holders of record on facts showing that the relevant Record Date conditions precedent to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %its rights so to redeem have been satisfied. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c5(d), 5(e), 5(f) and 5(d5(g) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to September 15, 2025. (b) At any time prior to May September 15, 20162025, the Issuer may Issuers may, at their option, redeem all or a part of the Notes upon notice as described in ‎‎Section 3.03 of the Indenture on one or more occasions, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the Redemption Date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May At any time from and including September 15, 20162025 through and including March 14, 2026, the Issuer Issuers may, at its their option, redeem the Notes, in whole or in part, upon notice as described as described in ‎‎Section 3.03 of the Indenture on one or more occasions redeem up to 35% of the aggregate principal amount of Notes occasions, at a redemption price equal to 105.000of 105.250% (expressed as a percentage of principal amount of the aggregate principal amount thereofNotes to be redeemed), plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. On and after March 15, with 2026, the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice Issuers may, at the Issuer’s discretiontheir option, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in ‎‎Section 3.03 of the Indenture on one or more occasions, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May March 15 of each of the years indicated below: 2016 103.750 Year Percentage 2026 102.625% 2017 102.500 % 2018 101.250 % 2019 2027 and thereafter 100.000 100.000% (d) At any time prior to September 15, 2025, the Issuers may, at their option, upon notice as described in ‎‎Section 3.03 of the Indenture on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by them (including any Additional Notes) at a redemption price equal to 110.50% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (for the avoidance of doubt, after giving effect to any prior or contemporaneous redemption or other cancellation of the Notes); provided further that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any redemption or notice may, at the Issuers’ discretion, be subject to conditions, including completion of the related Equity Offering. If any such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuers shall provide notice to the Trustee of the satisfaction of the condition precedent by the close of business on the Business Day prior to the Redemption Date. (e) At any time prior to February 15, 2025, the Issuers may, at their option, upon notice pursuant to Section 3.03 of the Indenture on one or more occasions, redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture in any twelve-month period, at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. Notwithstanding the foregoing, the Issuers may not use the proceeds of any offering of Additional Notes with a price to investors equal to or in excess of 103% to finance any such optional redemption. (f) In connection with any tender offer for the Notes, in the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a tender offer and the Issuers (or any third party making such offer) purchase all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the tender offer described above, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the highest price paid in such tender offer, plus, without duplication, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (g) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchase all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (h) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections ‎Sections 3.01 through 3.06 ‎3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162020, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.000of 106.750% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the Redemption Datedate of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that: (A) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days after the date of the closing of each such Equity Offering. (b) Prior to May 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to the sum of the principal amount of the Notes redeemed, plus the Make Whole Premium at, plus accrued and unpaid interest, if any, to, the date of redemption, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date, with the net cash proceeds received of one Date that is on or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofdate. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and any such redemption or notice maypursuant to the conditions in, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion ‎Section 4.15(h) of the related Equity OfferingIndenture. (d) On and after May 15, 20162020, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 2020 105.063% 2017 102.500 2021 103.375% 2018 101.250 2022 101.688% 2019 2023 and thereafter 100.000 ........................................................... 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to December 15, 2019. (b) At any time prior to May December 15, 2016, 2019 the Issuer Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May December 15, 20162019, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000107.125% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the IssuerUniti’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162019, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2016 103.750 2019 105.344 % 2017 102.500 2020 103.563 % 2018 101.250 2021 101.781 % 2019 2022 and thereafter 100.000 % (e) In the event Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchases all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 20162027, the Issuer Company may at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to April 1, 2027, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 107.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to April 1, 2027. (e) On and after May 15April 1, 20162027, the Issuer Company may at its option and on one or more occasions redeem the Notes, in whole or in part part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each April 1 of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %: (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Company or its Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(cset forth in subparagraphs (b) and 5(d(c) hereofbelow, the Dollar Notes will shall not be redeemable at the Issuer’s option. (b) At Company's option prior to December 15, 2004. Thereafter, the Dollar Notes shall be subject to redemption at any time prior to May 15, 2016, at the Issuer may redeem all or a part option of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofCompany, and accrued and unpaid interestin whole or in part, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer mayupon not less than 30 nor more than 60 days' notice, at its option, on one or more occasions redeem up to 35% the redemption prices (expressed as percentages of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofamount) set forth below, plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with if redeemed during the net cash proceeds received twelve-month period beginning on December 15 of the years indicated below: PERCENTAGE OF PRINCIPAL YEAR AMOUNT 2004 % 2005 % 2006 % 2007 and thereafter % (b) Notwithstanding the foregoing, at any time prior to December 15, 2002, the Company may, on any one or more Equity Offerings; provided that at least 50occasions, redeem up to 35% of the sum of the aggregate principal amount of each of the Dollar Notes and the Euro Notes (determined separately) originally issued under pursuant to the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence at a redemption price of each such redemption; provided further that each such redemption occurs within 180 days [ ]% of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth belowDollar Notes, plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during with the twelve-month period beginning on May 15 Net Cash Proceeds received from any Public Equity Offering made by the Company resulting in gross proceeds to the Company of each at least $100 million; PROVIDED that at least 65% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 aggregate principal amount of the Dollar Notes and thereafter 100.000 %the Euro Notes (determined separately) originally issued pursuant to the Indenture remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (but in no event more than 90 days after the closing of the related Public Equity Offering). (ec) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c5(d), 5(e), 5(f) and 5(d5(g) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to September 15, 2025. (b) At any time prior to May September 15, 20162025, the Issuer may Issuers may, at their option, redeem all or a part of the Notes upon notice as described in ‎Section 3.03 of the Indenture on one or more occasions, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the Redemption Date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May At any time from and including September 15, 20162025 through and including March 14, 2026, the Issuer Issuers may, at its their option, redeem the Notes, in whole or in part, upon notice as described as described in ‎Section 3.03 of the Indenture on one or more occasions redeem up to 35% of the aggregate principal amount of Notes occasions, at a redemption price equal to 105.000of 105.250% (expressed as a percentage of principal amount of the aggregate principal amount thereofNotes to be redeemed), plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. On and after March 15, with 2026, the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice Issuers may, at the Issuer’s discretiontheir option, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in ‎Section 3.03 of the Indenture on one or more occasions, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May March 15 of each of the years indicated below: 2016 103.750 Year Percentage 2026 102.625% 2017 102.500 % 2018 101.250 % 2019 2027 and thereafter 100.000 100% (d) At any time prior to September 15, 2025, the Issuers may, at their option, upon notice as described in ‎Section 3.03 of the Indenture on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by them (including any Additional Notes) at a redemption price equal to 110.50% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (for the avoidance of doubt, after giving effect to any prior or contemporaneous redemption or other cancellation of the Notes); provided further that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such Equity Offering, and any redemption or notice may, at the Issuers’ discretion, be subject to conditions, including completion of the related Equity Offering. If any such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuers shall provide notice to the Trustee of the satisfaction of the condition precedent by the close of business on the Business Day prior to the Redemption Date. (e) At any time prior to February 15, 2025, the Issuers may, at their option, upon notice pursuant to Section 3.03 of the Indenture on one or more occasions, redeem up to 10% of the aggregate principal amount of the Notes issued under the Indenture in any twelve-month period, at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. Notwithstanding the foregoing, the Issuers may not use the proceeds of any offering of Additional Notes with a price to investors equal to or in excess of 103% to finance any such optional redemption. (f) In connection with any tender offer for the Notes, in the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a tender offer and the Issuers (or any third party making such offer) purchase all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the tender offer described above, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the highest price paid in such tender offer, plus, without duplication, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (g) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchase all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (h) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections ‎Sections 3.01 through 3.06 ‎3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162010, the Issuer Issuers may redeem all or a part of the Dollar Notes and/or Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15August 1, 20162009, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Dollar Notes and/or Euro Notes at a redemption price equal to 105.000110.0% of the aggregate principal amount thereofthereof in the case of the Dollar Notes and 109.00% of the aggregate principal amount thereof in the case of the Euro Notes, in each case plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of (a) one or more Equity OfferingsOfferings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Dollar Notes originally issued under the this Indenture and any Additional Dollar Notes issued under this Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Euro Notes originally issued under this Indenture and any Additional Euro Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Dollar Notes and Euro Notes will not be redeemable at the Issuers’ option prior to August 1, 2010. (d) On and after May 15August 1, 20162010, the Issuer Issuers may redeem the Dollar Notes and/or Euro Notes, in whole or in part part, upon notice in accordance with Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2010 105.000 % 2017 104.500 % 2011 102.500 % 2018 101.250 102.250 % 2019 2012 and thereafter 100.000 % 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to February 1, 5(c) and 5(d) hereof2020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will not be redeemable at a redemption price equal to 105.875% of the Issuer’s optionprincipal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are concurrently repurchased or redeemed pursuant to another provision described in the Indenture); and (ii) the redemption occurs within 90 days of the date of the closing of such equity offering. (b) At any time prior to May 15February 1, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016Except pursuant to the preceding paragraphs (and pursuant to ‎Section 4.08(e) of the Indenture), the Issuer may, Notes will not be redeemable at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Company’s option prior to the redemption thereofFebruary 1, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2020. (d) On and or after May 15February 1, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each February 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 2016 103.750 2020 102.938% 2017 102.500 2021 101.469% 2018 101.250 % 2019 2022 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 ‎3.01 through 3.06 ‎3.06 of the Indenture. (f) The provisions of ‎Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in private or open-market transactions by means other than a redemption, whether pursuant to a tender offer, negotiated purchase or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option[Reserved]. (b) At any time or from time to time on or after July 15, 2014, the Issuers, at their option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the period subsequent to July 15, 2014 and each of the subsequent dates indicated: July 15, 2014 105.000 % January 15, 2015 102.500 % January 15, 2016 101.125 % January 15, 2017 and thereafter 100.000 % Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (c) At any time or from time to time prior to May January 15, 20162013, the Issuer Issuers, at their option, may redeem all or a part up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 110.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remain outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering. (d) In addition, the Issuers may, at their option, redeem all (but not less than all) of the Notes then outstanding, in each case at 100% of the principal amount of the Notes redeemed Notes, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption redemption, if the Issuers have become, or the Issuers reasonably determine that they would become, obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of change in law (including any change occurring pursuant to regulations promulgated thereunder or treaties of any Relevant Taxing Jurisdiction) or change in the interpretation or administration of law, regulation, ruling or treaty (including any change pursuant to a holding by a court of competent jurisdiction) (each such change, a “Redemption DateChange in Tax Law”), subject to the rights of Holders of Notes if such Change in Tax Law is announced and becomes effective on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after and the occurrence Issuers reasonably determine that such obligation cannot be avoided by the use of each such redemptionreasonable measures available to them (not including a substitution of the Issuer); provided further that each any such redemption occurs within 180 days pursuant to this clause (d) may be made only with the cash proceeds of a Qualified Equity Offering or the date incurrence of closing of each such Equity OfferingRefinancing Indebtedness. Notice of any such redemption upon any Equity Offering may must be given prior within 60 days of the announcement or the effectiveness of any such Change in Tax Law. Prior to the publication or mailing of any notice of redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions foregoing, the Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of Sections 3.01 through 3.06 facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent legal counsel of recognized standing to the effect that the Issuers have been or will become obligated to pay Additional Amounts as a result of the IndentureChange in Tax Law.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to January 15, 5(c) and 5(d) hereof, 2024 the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not be redeemable at greater than the net cash proceeds of one or more Equity Offerings by the Issuer’s option, upon notice as provided in this Indenture, at a redemption price equal to 108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 2016, 2024 the Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Except pursuant to Section 3.07(a), 2016(b) or (e), the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to January 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2024. (d) On and after May January 15, 2016, 2024 the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed to the Redemption Dateapplicable date of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 Year Percentage 2024 104.125 % 2017 102.500 2025 102.750 % 2018 101.250 2026 101.375 % 2019 2027 and thereafter 100.000 % (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f). (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the The 7-Year Sterling Notes will not may be redeemable redeemed in whole or in part at the Issuer’s option. (b) At Company's option at any time prior to May 15maturity, 2016upon not less than 30 nor more than 60 days' prior notice, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the then outstanding principal amount of the 7-Year Sterling Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject plus a premium equal to the rights excess of Holders (i) the present value at the time of redemption of the principal amount of the 7-Year Sterling Notes on being redeemed and any required interest payments due of the relevant Record Date 7-Year Sterling Notes being redeemed through Stated Maturity, computed using a discount rate equal to receive interest due on the relevant Interest Payment DateGilt Rate plus 50 basis points over (ii) the then outstanding principal amount of the 7-Year Sterling Notes being redeemed. (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 20162003, the Issuer may, at its option, Company may (but shall not have the obligation to) redeem on any one or more occasions redeem occasions, up to 35% of the aggregate principal amount of 7-Year Sterling Notes originally issued under the Indenture at a redemption price equal to 105.000110.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, with all or part of the net cash proceeds received of one or more Public Equity Offerings; provided provided, however, that at least 5065% of the sum of the in aggregate principal amount of 7-Year Sterling Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs (excluding for purposes of determining the 7-Year Sterling Notes that remain outstanding any 7-Year Sterling Notes held by the Company or any Subsidiary); and provided further, that such redemption shall occur within 180 60 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below At any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthis Indenture at a redemption price equal to 105.50% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the cash proceeds of any Equity Offering; provided that: (1) and 5(d) hereof, at least 50% of the aggregate principal amount of the Notes will not be redeemable at (including any Additional Notes) then outstanding remains outstanding immediately after the Issuer’s optionoccurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May April 15, 20162024, the Issuer may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as ofof the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date. (c) Until May 15At any time, 2016in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, the Issuer mayAlternate Offer or Asset Sale Offer), if Holders of at its option, on one or more occasions redeem up to 35least 90% of the in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to each Holder in such prior offer, plus plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the Redemption Datedate of redemption, subject to the right rights of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on the relevant an Interest Payment Date, with Date occurring on or prior to the net cash proceeds received redemption date. In determining whether the Holders of one or more Equity Offerings; provided that at least 5090% of the sum of the in aggregate principal amount of the outstanding Notes originally issued under the Indenture have validly tendered and any Additional not validly withdrawn Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days in an offer, Notes owned by an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of closing of each such Equity Offering. Notice of the Issuer, or any redemption upon any Equity Offering may be given prior to the redemption successor thereof, and any shall be deemed to be outstanding for the purposes of such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringoffer. (d) On and after May Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 15, 20162024. (e) On or after April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date Notes redeemed, to receive interest due on (but not including) the relevant Interest Payment Dateapplicable date of redemption, if redeemed during the twelve12-month period beginning on May April 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2016 103.750 2024 102.750% 2017 102.500 2025 101.375% 2018 101.250 % 2019 2026 and thereafter 100.000 100.000% (ef) Any redemption of Notes may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if any redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day). (g) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to this paragraph 5 shall one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturecancelled and all obligations thereunder terminated.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15February 1, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon notice as provided in this Indenture, at a redemption price equal to 105.000107.375% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds received of one or more from an Equity OfferingsOffering by the Partnership; provided that that: (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice . (b) At any time prior to February 1, 2016, the Issuers may on any one or more occasions redeem all or a part of any the Notes, upon notice as provided in this Indenture, at a redemption upon any Equity Offering may be given prior price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest to the redemption thereofdate (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to clauses (a), and any such redemption (b) or notice may(e) hereof, the Notes will not be redeemable at the Issuer’s discretionIssuers’ option prior to February 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2016. (d) On and after May 15February 1, 2016, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if anyinterest on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 of each February 1 of the years indicated below: Year Percentage 2016 103.750 105.531% 2017 102.500 103.688% 2018 101.250 101.844% 2019 and thereafter 100.000 100.000% (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. Subject to the additional terms and conditions set forth in the Indenture: (a) Except as described below under clauses 5(b)On or after August 15, 5(c) and 5(d) hereof2017, the Notes will not be redeemable at Issuers shall have the Issuer’s option. (b) At any time prior option to May 15, 2016, the Issuer may redeem all or or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest (including Additional Interest, if any) to the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on August 15, of the years indicated below: Year Percentage 2017 104.625 % 2018 102.313 % 2019 and thereafter 100.000 % (b) The Notes may be redeemed, in whole or in part, at any time following the Escrow Assumption and prior to August 15, 2017 at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder of Notes at its registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the applicable redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). (c) Until May Following the Escrow Assumption and prior to August 15, 2016, 2016 the Issuer Issuers may, at its their option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 105.000of 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings); provided that that: (1) at least 5065% of the sum of the aggregate original principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after on the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of after the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 20162011, the Issuer Company may redeem all or a part of the Notes Senior Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Senior Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Senior Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to April 1, 2011 the Company may redeem all or a part of the Senior PIK Election Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Senior PIK Election Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders of Senior PIK Election Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Prior to April 1, 20162010, the Issuer Company may, at its option, on one or more occasions occasions, redeem up to 35% of the sum of the aggregate principal amount of all Senior Fixed Rate Notes (and the principal amount of any Additional Senior Fixed Rate Notes) issued under this Indenture at a redemption price equal to 105.000108.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Special Interest, if any, thereon to the Redemption Date, subject to the right of Holders of record Senior Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Senior Fixed Rate Notes originally issued under the this Indenture and any Additional Senior Fixed Rate Notes issued under the this Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that , and each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the IssuerCompany’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On Prior to April 1, 2010 the Company may, at its option, on one or more occasions, redeem up to 35% of the sum of the aggregate principal amount of all Senior PIK Election Notes (and the principal amount of any Additional Senior PIK Election Notes) issued under this Indenture at a redemption price equal to 108.875% of the aggregate principal amount thereof, plus a premium equal to the Cash Interest rate per annum on the Senior PIK Election Notes, plus accrued and unpaid interest, and Special Interest, if any, thereon to the Redemption Date, subject to the right of Holders of Senior PIK Election Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Senior PIK Election Notes originally issued under this Indenture (together with any increases in the aggregate principal amount thereof, or any PIK Notes issued in respect thereof, in each case in connection with any PIK Payment with respect thereto) and any Additional Senior PIK Election Notes issued under this Indenture after the Issue Date (together with any increases in the aggregate principal amount thereof, or any PIK Notes issued in respect thereof, in each case in connection with any PIK Payment with respect thereto) remain outstanding immediately after the occurrence of each such redemption, and that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (e) Except pursuant to clause (a) or (c) of this Section 3.07, the Senior Fixed Rate Notes will not be redeemable at the Company’s option prior to April 1, 2011. Except pursuant to clause (b) or (d) of this Section 3.07, the Senior PIK Election Notes will not be redeemable at the Company’s option prior to April 1, 2011. (f) From and after May 15April 1, 20162011, the Issuer Company may redeem the Senior Fixed Rate Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Senior Fixed Rate Notes at the address of such Holder appearing in the Note Register, at the redemption prices (expressed as percentages of principal amount of the Senior Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Special Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of Senior Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 2011 104.250 % 2017 102.500 2012 102.125 % 2018 101.250 % 2019 2013 and thereafter 100.000 % (eg) From and after April 1, 2011, the Company may redeem the Senior PIK Election Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Senior PIK Election Notes at the address of such Holder appearing in the Note Register, at the redemption prices (expressed as percentages of principal amount of the Senior PIK Election Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Special Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of Senior PIK Election Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 2011 104.438 % 2012 102.219 % 2013 and thereafter 100.000 % (h) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes will Issuers shall not be redeemable at entitled to redeem the Issuer’s option. (b) At any time prior to May 15Notes. On and after April 1, 20162015, the Issuer may Issuers shall be entitled at their option to redeem all or a part portion of the Notes upon not less than 30 nor more than 60 days’ notice, at a the redemption price equal to 100% prices (expressed in percentages of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofdate), plus accrued and unpaid interest, if any, interest to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below: 2015 104.000 % 2016 102.667 % 2017 101.333 % 2018 and thereafter 100.000 % In addition, prior to April 1, 2013, the Issuers shall be entitled at their option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds received of from one or more Qualified Equity Offerings; provided provided, however, that (1) at least 5065% of the sum of the such aggregate principal amount of Notes originally issued under the Indenture and any (which includes Additional Notes issued under the Indenture after the Issue Date Notes, if any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Issuers or their Affiliates); provided further that and (2) each such redemption occurs within 180 days of after the date of closing of each such the related Qualified Equity Offering. Notice Prior to April 1, 2015, the Issuers shall be entitled at their option to redeem all or a portion of any the Notes (which includes Additional Notes, if any) at a redemption upon any Equity Offering may be given prior price equal to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion sum of 100% of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed(which includes Additional Notes, if any) set forth below, plus accrued and unpaid interestthe applicable Make-Whole Amount (as defined in the Indenture) as of the redemption date, if any, and accrued and unpaid interest to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant not less than 30 nor more than 60 days prior to the provisions of Sections 3.01 through 3.06 of the Indentureredemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15September 30, 20162022, the Issuer may redeem all or a part of the Notes Notes, upon notice as described in Section 1105 of the Indenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15September 30, 20162022, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 1105 of the Indenture, at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 September 30 of each of the years indicated below: 2016 103.750 2022 102.500% 2017 102.500 2023 101.250% 2018 101.250 % 2019 2024 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.000% In addition, until September 30, 2022, the provisions of Sections 3.01 through 3.06 Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May March 15, 20162013, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes redeemed thereof, plus (ii) the Applicable Premium as ofof the date of redemption, and plus (iii) accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) On or after March 15, 2013, the Issuers may redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on March 15, of the years indicated below: 2013 105.125 % 2014 102.563 % 2015 and thereafter 100.000 % (c) Until May At any time prior March 15, 20162013, the Issuer may, at its option, on one or more occasions Issuers may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price equal to 105.000of 110.25% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the Redemption Dateredemption date, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50(i) 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (including any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs (excluding Notes held by the Issuers or their Affiliates) and (ii) the redemption must occur within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016If less than all of the Notes are to be redeemed, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of Trustee shall select the Notes to be redeemed) set forth below, plus accrued and unpaid interestredeemed in compliance with the requirements of the principal national security exchange, if any, to on which the Redemption DateNotes are listed, subject to or if the right Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of Holders $1,000 and no Note with a principal amount of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if less than $2,000 will be redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %in part. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant In addition to the provisions of Sections 3.01 through 3.06 of Issuers’ rights to redeem the Indenture.Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise

Optional Redemption. (a) Except as described below under clauses 5(b), ) and 5(c) and 5(d) hereofof this Section 5, the Senior Toggle Notes will shall not be redeemable at the Issuer’s optionoption before August 1, 2012. (b) At any time prior to May 15August 1, 20162012, the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the Senior Toggle Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights of Holders of Senior Toggle Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15August 1, 20162011, the Issuer may, at its option, on one or more occasions occasions, redeem up to 3540% of the then outstanding aggregate principal amount of Senior Toggle Notes (and any PIK Notes issued in respect thereof), upon notice as provided in Section 3.03 of the Indenture, at a redemption price equal to 105.000111.00% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of Senior Toggle Notes originally issued under the Indenture and any Additional Notes that are Senior Toggle Notes issued under the Indenture after the Issue Date (but excluding PIK Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15August 1, 20162012, the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Senior Toggle Notes to be redeemed) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record of Senior Toggle Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2012 105.500 % 2017 102.500 2013 102.750 % 2018 101.250 % 2019 2014 and thereafter 100.000 % (e) Any redemption of the Senior Toggle Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except At any time prior to December 18, 2026, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes treated as described below the same class as the Initial Notes) issued under clauses 5(bthis Indenture at a redemption price equal to 107.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to but excluding, the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith an amount not to exceed the net cash proceeds of an Equity Offering; provided that: (1) and 5(dat least 50% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes treated as the same class as the Initial Notes, but excluding Notes held by the Company or any of its Subsidiaries) hereofremain outstanding immediately after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and (2) the Notes will not be redeemable at redemption occurs within 180 days of the Issuer’s optiondate of the closing of such Equity Offering. (b) At any time prior to May 15December 18, 20162026, the Issuer Company may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment DateDate occurring on or prior to the redemption date). (c) Until May 15At any time prior to December 18, 20162027, the Issuer may, at its option, Company may on any one or more occasions redeem up to 3510% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) during any 12-month period at a redemption price equal to 105.000103% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, date of redemption (subject to the right of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date). (d) Except pursuant to Sections 3.07(a), 3.07(b), 3.07(c) and 3.07(h), the Notes will not be redeemable at the Company’s option prior to December 18, 2026. (e) On or after December 18, 2026, the Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on December 18 of the years indicated below (subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date, Date occurring on or prior to the redemption date): 2026 103.875 % 2027 101.938 % 2028 and thereafter 100.000 % (f) In connection with any redemption of Notes (including with an amount not to exceed the net cash proceeds received of one or more an Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and Offering), any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of may, at the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may Company’s discretion, be given prior to the redemption thereof, completion of a transaction and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion consummation of the any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or 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 addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (dg) On If the optional redemption date is on or after a record date and after May 15, 2016on or before the corresponding Interest Payment Date, the Issuer may redeem accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. (h) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in whole or in part at the redemption prices (expressed as percentages of aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to be redeemedredeem all (but not less than all) set forth belowNotes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, plus to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to thereon, to, but excluding, the Redemption Date, date of such redemption (subject to the right of Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date). In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Sale Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successors thereof, shall be deemed to be outstanding for the purposes of such tender offer. (i) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the relevant Interest Payment Date, if redeemed during Notes or portions thereof called for redemption on and after the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any applicable redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturedate.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162020, the Issuer Issuers may at their option on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, . Any notice of redemption made in connection with the net cash proceeds received of one a related transaction or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such event (including an Equity Offering. Notice , contribution, Change of any redemption upon any Equity Offering may Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the redemption completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related Equity Offeringtransaction or event, as the case may be. (db) On and after May At any time prior to April 15, 20162020, the Issuer may Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the Notes, in whole or in part at the redemption prices (expressed as percentages of aggregate principal amount of Notes and Additional Notes issued under the Notes Indenture at a redemption price (as calculated by the Issuers) equal to be redeemedthe sum of (i) set forth below107.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if redeemed during the twelve-month period beginning on May 15 Holders of each not less than 90.00% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 aggregate principal amount of the then outstanding Notes validly tender and thereafter 100.000 % (e) Any redemption pursuant do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to this paragraph 5 shall be made pursuant redeem all Notes that remain outstanding following such purchase at a price equal to the provisions price offered to each other Holder in such Change of Sections 3.01 through 3.06 Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the IndentureHolders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Optional Redemption. (a) Except The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time and from time to time on and after June 15, 2016 at the Redemption Prices (expressed as described below under clauses 5(bpercentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of Notes on the relevant regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), 5(c) if redeemed during the 12-month period beginning on June 15 of the years indicated below: 2016 103.000 % 2017 101.500 % 2018 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time and from time to time prior to May June 15, 2016, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price Redemption Price equal to the sum of (1) 100% of the principal amount of the Notes redeemed thereof, plus (2) the Applicable Premium as ofof the date of redemption, and plus (3) accrued and unpaid interest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) Until May In addition to the optional redemption provisions of the Notes in accordance with the provisions of the preceding paragraphs, prior to June 15, 2016, the Issuer may, at its option, on with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 35% of the initial aggregate principal amount of the outstanding Notes (including increases from Additional Notes) at a redemption price Redemption Price equal to 105.000107.500% of the aggregate principal amount thereof, plus LIBOR (assuming LIBOR for the period from the redemption date through June 15, 2016 will equal LIBOR in effect on the date on which the applicable notice of redemption is given), plus accrued and unpaid interestinterest thereon, if any, to but not including the Redemption Date, date of redemption (subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, with the net cash proceeds received of one or more Equity Offerings); provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any then outstanding (including Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each any such redemption; provided further redemption (excluding Notes held by the Issuer or Subsidiaries of the Issuer) and that each any such redemption occurs within 180 120 days of following the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering. (d) On If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase made in connection with a Change of Control as required by this Indenture (a “Change of Control Offer”), and after May 15, 2016the Issuer purchases all of the Notes held by such holders, the Issuer may will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes, in whole or in part Notes that remain outstanding following such purchase at a redemption price equal to 101% of the redemption prices (expressed as percentages of aggregate principal amount of the Notes to be redeemed) set forth below, redeemed plus accrued and unpaid interest, if any, thereon to but not including the Redemption Datedate of redemption, subject to the right of the Holders of record on the relevant Record Date Dates to receive interest due on the relevant an Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15December 1, 20162010, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15December 1, 20162008, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000111.875 % of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity OfferingsOfferings and redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided provided, however, that at least $150,000,000 aggregate principal amount of Notes and at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further further, however, that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingOffering or Designated Asset Sale, as the case may be. (dc) On and after May 15December 1, 2016, 2010 the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice set forth in Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2016 103.750 2010 105.938 % 2017 102.500 2011 103.958 % 2018 101.250 2012 101.979 % 2019 2013 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem Notes at the Issuer’s optionits option prior to February 15, 2015. (b) At any time prior to May February 15, 20162015, the Issuer may redeem all or a part of the Notes Notes, upon notice as described in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May On and after February 15, 20162015, the Issuer may redeem the Notes, in whole or in part, upon notice as described in the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: 2015 105.188 % 2016 102.594 % 2017 and thereafter 100.000 % (d) In addition, until February 15, 2015, the Issuer may, at its option, on one or more occasions occasions, upon notice as described in the Indenture, redeem up to 3540% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.000110.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the original aggregate principal amount of Notes originally issued under the Indenture and the original principal amount of any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice . (e) Any notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the an Equity Offering or other corporate or financing transaction, including any transaction (or series of related Equity Offeringtransactions) that constitutes a Change of Control. (df) On and after May 15, 2016If the Issuer redeems less than all of the outstanding Notes, the Issuer may redeem Registrar and Paying Agent shall select the Notes, Notes to be redeemed in whole or the manner described under Section 3.02 of the Indenture. (g) If Holders of not less than 90% in part at the redemption prices (expressed as percentages of aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in Section 4.15(c) of the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to be redeemed) set forth belowthe Change of Control Offer described above, plus to redeem all Notes that remain outstanding following such purchase at a price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to thereon, to, but excluding the Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %redemption. (eh) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)On or after October 1, 5(c) and 5(d) hereof2005, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, and Additional Amounts and Liquidated Damages, if any, thereon (each, a "Redemption Price") to the date of fixed by the Company for redemption (the “a "Redemption Date”), ") (subject to the rights right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, Additional Amounts, if any, and Liquidated Damages, if any, due on the relevant Interest Payment Date. (c) Until May 15interest payment date), 2016if redeemed during the twelve-month period beginning on October 1 of the years indicated below: In the event that the Company effects an optional redemption of the Notes, the Issuer mayCompany will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof in a leading newspaper having general circulation in New York (which is expected to be THE WALL STREET JOURNAL) (and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT)). In addition, at its optionany time prior to October 1, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more offerings of Capital Stock of the Company or a capital contribution to the Company's common equity made with the net cash proceeds of an offering of Capital Stock of the Company's direct or indirect parent (other than, in each case, net cash proceeds received in connection with receipt of the Equity Balance) at a redemption price equal to 105.000of 115.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, Additional Amounts and Liquidated Damages, if anyany (each a "Redemption Price"), to the date fixed by the Company for redemption (a "Redemption Date, ") (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, Additional Amounts, if any, and Liquidated Damages, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offeringsinterest payment date); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that each any such redemption occurs (excluding Notes, as applicable, held by the Company and its Subsidiaries); and (2) the redemption must occur within 180 60 days of the date of the closing of each such Equity Offering. Notice offering or the making of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringcapital contribution. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162023, the Issuer may may, at its option and on one or more occasions, redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 1, 2023, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 104.750% of the principal amount thereof, with the net cash aggregate principal amount so redeemed up to an amount equal to the aggregate gross proceeds received of from one or more Equity OfferingsOfferings to the extent such aggregate gross proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date the Issuer receives the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any tender offer, Change of Control Offer, Asset Sale Offer or Advance Offer for the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer purchases, or any third party making such tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer to purchase (but in any event, not less than par), plus, to the extent not included in the tender offer or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2023. (e) On and after May 15October 1, 20162023, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of October 1 in each of the years indicated below: 2016 103.750 Year Percentage 2023 102.375 % 2017 102.500 2024 101.188 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (g) Any redemption, notice, tender offer or other offer to purchase may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale, Investment, acquisition or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 2016, 2028 the Issuer may may, at its option, on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15At any time prior to August 1, 20162028, the Issuer may, at its option, option and on one or more occasions occasions, redeem up to 3540.0% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereof, plus (ii) a premium equal to the stated interest rate per annum on the Notes, plus (iii) accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in an amount equal to or less than the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds received of one or more an Equity OfferingsOffering; provided provided, that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and any Affiliate of the Issuer) remains outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date the Issuer received the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may or contribution. (c) The Issuer will be given entitled, at its option, to redeem up to 10.00% of the original aggregate principal amount of the Notes issued under the Indenture at any time and from time to time during any twelve-month period ending on or prior to August 1, 2028 at a redemption price equal to 103.00% of the redemption thereofprincipal amount of the Notes, plus accrued and any such redemption or notice mayunpaid interest, at if any, to, but excluding, the Issuer’s discretionRedemption Date, be subject to one or more conditions precedent, including, but not limited to, completion the right of Holders of record on the related Equity Offeringrelevant record date to receive interest due on the relevant Interest Payment Date. (d) In connection with any Change of Control Offer, Asset Sale Offer or tender offer to, in each case, purchase the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Asset Sale Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon notice given not more than 60 days following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (e) Except pursuant to clauses (a) through (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to August 1, 2028. (f) On and after May 15August 1, 20162028, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of August 1 in each of the years indicated below: 2016 103.750 2028 103.438% 2017 102.500 2029 101.719% 2018 101.250 % 2019 2030 and thereafter 100.000 100.000% (eg) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including, without limitation, additional Notes, if any) issued under the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in the Indenture, at a redemption price equal to 105.000107.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date); provided that: (A) at least 65% of the aggregate principal amount thereofof Notes (including, without limitation, additional Notes, if any) originally issued under the Indenture (excluding Notes held by the Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, with and pursuant to the net cash proceeds received of one or more Equity Offerings; provided that at least 50% conditions in, Section 4.15(f) of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingIndenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to May 1, 2017. (e) On and after May 151, 20162017, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below: 2016 103.750 % Year Percentage 2017 102.500 103.813 % 2018 101.250 101.906 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162012, the Issuer Company may redeem all or a part of the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption. (cb) Until May 15, 2016, the Issuer may, at its option, At any time on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 20162012, the Issuer may Company shall have the option to redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 2012 103.875 % 2017 102.500 2013 102.583 % 2018 101.250 2014 101.292 % 2019 2015 and thereafter 100.000 % (ec) Any Further, prior to May 15, 2010, the Company may redeem on any one or more occasions Notes representing up to 35% of the aggregate principal amount of Notes originally issued from time to time under the Indenture (plus any other Notes originally issued after the Issue Date) at a redemption pursuant to this paragraph 5 shall be made pursuant price of 107.750% of the principal amount thereof, plus accrued and unpaid interest thereon to the provisions redemption date, with the net cash proceeds of Sections 3.01 through 3.06 one or more Qualified Equity Offerings, provided that (a) Notes representing at least 65% of the Indentureaggregate principal amount of Notes originally issued from time to time under the Indenture (plus any other Notes originally issued after the Issue Date) remain outstanding immediately after the occurrence of each such redemption and (b) such redemption shall occur within 90 days of the date of the closing of each such Qualified Equity Offering. (d) The Company may at any time redeem, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption if it or any Guarantor has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of (a)(i) any change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced or is effective on or after the date of the Indenture and (b) such obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to July 15, 5(c) and 5(d) hereof2016, the Notes will Issuer may, on one or more occasions redeem, during each 12 month period commencing with the Issue Date, up to 10% of the then outstanding aggregate principal amount of the [Fixed Rate Euro Notes]2 [Fixed Rate Dollar Notes]1, upon not be redeemable less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 103% of the Issuer’s optionprincipal amount of [Fixed Rate Euro Notes]2 [Fixed Rate Dollar Notes]1 redeemed, as applicable, plus accrued and unpaid interest and Additional Amounts, if any, on the [Fixed Rate Euro Notes]2 [the Fixed Rate Dollar Notes]1 redeemed, as applicable, to the applicable date of redemption, subject to the rights of holders of the [Fixed Rate Euro Notes]2 [the Fixed Rate Dollar Notes]1, as applicable, on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture [at a redemption price of 104.750% of the principal amount for Fixed Rate Dollar Notes]1 [at a redemption price of 104.000% of the principal amount for Fixed Rate Euro Notes]2, plus accrued and unpaid interest and Additional Amounts (if any) then due to the redemption date, with the net cash proceeds of any Equity Offering of common stock or ordinary shares of (i) Wind, or (ii) any Parent Holdco of Wind to the extent the proceeds from such Equity Offering are contributed to Wind’s common equity capital or are paid to Wind as consideration for the issuance of common stock or ordinary shares of Wind or as Subordinated Shareholder Debt; provided that: (1) at least 65% of the aggregate principal amount of [Fixed Rate Euro Notes]2[Fixed Rate Dollar Notes]1 originally issued under this Indenture (excluding Notes held by the Issuer, Wind and their respective Affiliates) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of the relevant Equity Offering. (c) At any time prior to July 15, 2016, the Issuer may at its option also redeem all or a part of the [Fixed Rate Euro Notes]2[Fixed Rate Dollar Notes]1, upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 of the Indenture at a redemption price equal to 105.000100% of the aggregate principal amount thereofof Notes redeemed plus the Applicable Premium (calculated as of a date no more than three Business Days prior to the date of the relevant redemption notice) as of, plus and accrued and unpaid interestinterest and Additional Amounts, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) Except pursuant to subsections (a) and (b) of Section 3.07 or as set forth in Section 3.08, the Fixed Rate Notes will not be redeemable at the Issuer’s option prior to July 15, 2016. On and or after May July 15, 2016, the Issuer may at its option redeem all or a part of the Notes[Euro Notes]2[Fixed Rate Dollar Notes]1, in whole or in part upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 of the Indenture at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and all Additional Amounts, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest then due on the relevant Interest Payment DateNotes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May July 15 of each of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 102.000 % 102.375 % 2017 102.500 101.000 % 101.188 % 2018 101.250 and thereafter 100.000 % 2019 100.000 % 1 Applicable to Fixed Rate Dollar Notes. 2 Applicable to Fixed Rate Euro Notes. (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date.]1 2 (a) At any time prior to July 15, 2015, the Issuer may at its option also redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 of the Indenture at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Floating Rate Note Premium (calculated as of a date no more than three business days prior to the date of the relevant redemption notice) as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of holders of the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) Except pursuant to subsections (b) of Section 3.07, the Floating Rate Notes will not be redeemable at the Issuer’s option prior to July 15, 2015. (c) On or after July 15, 2015, the Issuer may at its option redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 of the Indenture at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to Unless the provisions of Sections 3.01 through 3.06 Issuer defaults in the payment of the Indenture.redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date.]3

Optional Redemption. (a) Except as described below At any time, and from time to time, prior to June 1, 2027, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to (1) 100% of the principal amount of the Notes to be redeemed, plus (2) the greater of: (i) 1.0% of the principal amount of such Notes redeemed; and (ii) the excess of: (A) the present value at such Redemption Date of (i) the redemption price of the Notes at June 1, 2027 (such redemption price being set forth in the table under clauses 5(bclause (d) below) plus (ii) all required interest payments due on the Note through June 1, 2027 (excluding interest paid prior to the Redemption Date and accrued but unpaid interest to the Redemption Date), 5(ccomputed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (B) the principal amount of the Note, plus (3) accrued and 5(d) hereofunpaid interest, if any, to, but not including, the Notes will not be redeemable at Redemption Date (subject to the Issuer’s optionright of Holders on the relevant record date to receive interest due on the relevant interest payment date). In the event of any redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. (b) At any time prior to May 15June 1, 20162027, the Issuer may, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.000% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by, or contributed to, the Issuer from one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of originally Notes issued under the Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a), (b) and (e) of this paragraph 6, the Notes may not be redeemed at the Issuer’s option prior to June 1, 2027. (d) On or after June 1, 2027, the Issuer may redeem all or a part of the Notes at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (camount) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, set forth below plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateNotes redeemed, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, includingto, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016including, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 2027 105.000 % 2017 2028 102.500 % 2018 101.250 % 2019 2029 and thereafter 100.000 % (e) In addition, in connection with any tender offer for all of the outstanding Notes at such time, including, without limitation, any Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders and the Trustee, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender, consent or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the applicable Redemption Date. (f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. On or prior to any Redemption Date, the Issuer is required to deposit with the paying agent money sufficient to pay the redemption price of, and accrued and unpaid interest to, but not including, the Redemption Date, on the Notes to be redeemed on such Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by lot or another method in accordance with the applicable procedures of DTC. (g) Any redemption pursuant to this paragraph 5 6 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Optional Redemption. (a) Except as described below under clauses 5(b)On and after November 15, 5(c) and 5(d) hereof2010, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Issuers may redeem all or a part of the Notes at a their option, in whole at any time or in part from time to time, at the following redemption price equal to 100% prices, expressed as percentages of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, if redeemed during the twelve-month period commencing on November 15 of any year set forth below: 2010 103.875 % 2011 102.583 % 2012 101.292 % 2013 and thereafter 100.000 % (b) In addition, prior to November 15, 2010, the Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a “Make-Whole Redemption”). Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the right satisfaction of Holders one or more conditions precedent described in the notice relating to such redemption. (c) Notwithstanding the foregoing, on or prior to November 15, 2008, the Issuers, on one or more occasions, may, at their option, redeem up to 35% in aggregate principal amount of record on the relevant Record Date Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to receive interest due on 107.750% of their principal amount, plus accrued and unpaid interest, if any, to the relevant Interest Payment Redemption Date, with the net cash proceeds received of one or more Equity OfferingsOfferings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of Crown Americas or are used to subscribe from Crown Americas’ shares of its Qualified Capital Stock; provided that (1) at least 5065% of the sum of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that each redemption and (2) such redemption occurs within 180 90 days of the date of the closing of each any such Equity Offering. Notice of any redemption upon any an Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedentprecedent described in the notice relating to such redemption, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) 6 hereof, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to October 15, 2017. (b) At any time prior to May October 15, 20162017, the Issuer may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date (the “Redemption Date”), and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May October 15, 20162017, the Issuer may, at its option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000106.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with an amount of cash not greater than the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May October 15, 20162017, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May October 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 104.688 % 2018 101.250 103.125 % 2019 101.563 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to February 15, 5(c) and 5(d) hereof, 2025 the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not be redeemable at greater than the net cash proceeds of one or more Equity Offerings by the Issuer’s option, upon notice as provided in this Indenture, at a redemption price equal to 104.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May February 15, 2016, 2025 the Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Except pursuant to Section 3.07(a), 2016(b) or (e), the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to February 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2025. (d) On and after May February 15, 2016, 2025 the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed to the Redemption Dateapplicable date of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May February 15 of each of the years indicated below: 2016 103.750 2025 102.375 % 2017 102.500 2026 101.1875 % 2018 101.250 % 2019 2027 and thereafter 100.000 % (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f). (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162018, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to April 1, 2018, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 104.125% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2018. (d) On and after May 15April 1, 20162018, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 103.09375% 2019 101.03125% 2020 and thereafter 100.000 100.000% (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the Redemption Date. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of hereof. (g) In addition to any redemption pursuant to this Section 3.07, the IndentureIssuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofin this Section 3.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to March 15, 2013. (b) At any time prior to May March 15, 20162014, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 105.000107.50% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the Redemption Date, date of redemption (subject to the right rights of the Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds received of one or more an Equity OfferingsOffering; provided that that: (1) at least 50% of the sum of the original aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Parent and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May At any time prior to March 15, 20162013, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time prior to March 15, 2014, the Company may redeem a portion of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that in whole no event may the Company redeem more than 10% of the original aggregate principal amount of the Notes during any period of twelve consecutive months. (e) On or in after March 15, 2013, the Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount on the date of the Notes to be redeemed) set forth belowredemption), plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve12-month period beginning on May March 15 of each of the years indicated set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 2013 105.625 % 2014 103.750 % 2017 102.500 % 2018 101.250 % 2019 2015 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) At any time when the Company may redeem Notes pursuant to more than one of the Indentureprovisions of this Section 3.07, the Company at its option may effect such redemption pursuant to any one, or if it so elects more than one, of such provisions. If the Company elects to redeem Notes under more than one such provision, the Company may designate the amount of Notes to be redeemed under each provision and whether the use of such provisions will be simultaneous or sequential and, if sequential, the order of such use.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162015, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon notice as provided in this Indenture, at a redemption price equal to 105.000% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds received of one or more from an Equity OfferingsOffering by the Partnership; provided that that: (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice . (b) At any time prior to , 2015, the Issuers may on any one or more occasions redeem all or a part of any the Notes, upon notice as provided in this Indenture, at a redemption upon any Equity Offering may be given prior price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest to the redemption thereofdate (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to clauses (a), and any such redemption (b) or notice may(e) hereof, the Notes will not be redeemable at the Issuer’s discretionIssuers’ option prior to , be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On and after May 15, 20162015, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if anyinterest on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2015 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and or after May January 15, 2016, the Issuer may redeem the Notes, upon notice in whole or in part accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2016 104.500 % 2017 and thereafter 100.000 % (c) Before January 15, 2016, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the sum of the aggregate principal amount of Notes issued under this Indenture on the Issue Date and any Additional Notes issued after the Issue Date at a redemption price equal to 109.000% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during with the twelve-month period beginning net cash proceeds received by it from one or more Equity Offerings; provided that (i) at least 65.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on May 15 the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %date of closing of each such Equity Offering. (d) Except pursuant to any of clauses (a) through (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2016. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through Section 3.06 hereof. Notice of any redemption whether in connection with an Equity Offering or otherwise may, at the IndentureIssuer’s discretion, be subject to one or more conditions precedent (including, in the case of notice given prior to the completion of any Equity Offering, the completion thereof). If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of any principal amount of any Notes outstanding following any partial redemption of Notes.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b1) At any time prior to May 15March 24, 20162028, the Issuer may Corporation may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the First Supplemental Indenture, at a Redemption Price of 5.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings, provided that, for purposes of calculating the principal amount of the Notes able to be redeemed with such cash proceeds of such Equity Offering or Equity Offerings, as applicable, such amount shall include only the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed, provided further that: (A) at least 65% of the aggregate principal amount of Notes (including Additional Notes) issued under the First Supplemental Indenture remains Outstanding immediately after the occurrence of such redemption (excluding Notes held by the Corporation and its Subsidiaries); and (B) the Redemption Date occurs within 180 days of the date of the closing of such Equity Offering. (2) At any time prior to March 24, 2028, the Corporation may, at its option, on one or more occasions, redeem all or a part of the Notes at a redemption price Redemption Price equal to 100the sum of: (A) 100.0% of the principal amount of the Notes redeemed plus to be redeemed; and (B) the Applicable Make Whole Premium as ofof the applicable Redemption Date, and plus accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “applicable Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c3) Until May 15On and after March 24, 20162028, the Issuer Corporation may, at its option, on one or more occasions occasions, redeem up to 35% all or a part of the aggregate principal amount of Notes at a redemption price equal to 105.000% the Redemption Prices (expressed as percentages of the aggregate principal amount thereofamount) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but excluding, the applicable Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date), subject to if redeemed during the right of Holders of record twelve-month period beginning on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% March 24 of the sum years indicated below: 2028 102.813% 2029 101.406% 2030 and thereafter 100.000% (4) For greater certainty and without limiting the generality of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice Section 11.4, notice of any redemption upon any Equity Offering may be given prior pursuant to the redemption thereof, and any such redemption or notice this Section 11.8 may, at the IssuerCorporation’s discretion, be subject to one or more conditions precedent, including, but not limited to, : (A) the completion of one or more Equity Offerings or other securities offerings or other financings or the completion of any transaction (or series of related Equity Offeringtransactions) that constitute a Change of Control; and (B) any other instructions, as determined by the Corporation, that a Holder of Notes must follow. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e5) Any redemption pursuant to this paragraph 5 Section 11.8 shall be made pursuant to the provisions of Sections 3.01 11.2 through 3.06 of the Indenture11.6.

Optional Redemption. (a) Except as described below under clauses 5(b)On or after October 1, 5(c) and 5(d) hereof2005, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, and Additional Amounts and Liquidated Damages, if any, thereon (each, a "Redemption Price") to the date of fixed by the Company for redemption (the “a "Redemption Date”), ") (subject to the rights right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant Interest Payment Date. (c) Until May 15interest payment date), 2016if redeemed during the twelve-month period beginning on October 1 of the years indicated below: In the event that the Company effects an optional redemption of the Notes, the Issuer mayCompany will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof in a leading newspaper having general circulation in New York (which is expected to be THE WALL STREET JOURNAL) (and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT)). In addition, at its optionany time prior to October 1, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more offerings of Capital Stock of the Company or a capital contribution to the Company's common equity made with the net cash proceeds of an offering of Capital Stock of the Company's direct or indirect parent (other than, in each case, net cash proceeds received in connection with receipt of the Equity Balance) at a redemption price equal to 105.000of 115.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, Additional Amounts and Liquidated Damages, if anyany (each a "Redemption Price"), to the date fixed by the Company for redemption (a "Redemption Date, ") (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offeringsinterest payment date); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that each any such redemption occurs (excluding Notes, as applicable, held by the Company and its Subsidiaries); and (2) the redemption must occur within 180 60 days of the date of the closing of each such Equity Offering. Notice offering or the making of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringcapital contribution. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 20162018, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, Redemption Date plus (iii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to April 1, 2018, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 104.125% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a) or (b) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2018. (d) On and after May 15April 1, 20162018, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 103.09375% 2019 101.03125% 2020 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including, without limitation, additional Notes, if any) issued under this Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in this Indenture, at a redemption price equal to 105.000107.625% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offeringsinterest payment date); provided that that: (1) at least 5065% of the sum of the aggregate principal amount of Notes (including, without limitation, additional Notes, if any) originally issued under this Indenture (excluding Notes held by the Indenture Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice of . (b) At any redemption upon any Equity Offering may be given time prior to May 1, 2017, the redemption thereof, and Issuers may on any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion occasions redeem all or a part of the related Equity OfferingNotes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to Section 3.07(a), (b), or (e), the Notes will not be redeemable at the Issuers’ option prior to May 1, 2017. (d) On and after May 151, 20162017, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed to the Redemption Dateapplicable date of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below: 2016 103.750 % Year Percentage 2017 102.500 103.813 % 2018 101.250 101.906 % 2019 and thereafter 100.000 % (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15November 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15Prior to November 1, 20162010, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000110.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to November 1, 2011. (d) On From and after May 15November 11, 20162011, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Date if redeemed during the twelve-month period beginning on May 15 November 1 of each of the years indicated below: 2016 103.750 2011 105.125 % 2017 102.500 2012 102.563 % 2018 101.250 % 2019 2013 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below At any time prior to July 15, 2022, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under clauses 5(bthe Indenture at a redemption price equal to 106.500% of the principal amount of Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date), 5(cwith the net cash proceeds of an Equity Offering; provided that: (1) and 5(dat least 50% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes, but excluding Notes held by the Issuers, any direct or indirect parent of the Issuers or any of the Issuers’ Subsidiaries) hereof, remain outstanding immediately after the Notes will not be redeemable at occurrence of such redemption; and (2) the Issuer’s optionredemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May July 15, 20162022, the Issuer Issuers may on any one or more occasions redeem all or a part portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest to, the date of redemption, subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) The Issuers will have the right to redeem the Notes at 101% of the principal amount thereof following the consummation of a Change of Control if anyat least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to July 15, 2022. (e) On or after July 15, 2022, the Issuers may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable date of redemption (redemption, if redeemed during the “Redemption Date”)12-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Notes on the a relevant Record Date record date to receive interest due on the relevant an Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, Date occurring on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofdate: 2022 103.250% 2023 101.625% 2024 and thereafter 100.000% In connection with any redemption of Notes (including with net cash proceeds of an Equity Offering), and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion consummation of the any related Equity Offering. (d) On and after May 15, 2016consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Issuer redemption date may redeem be delayed until such time as any or all such conditions shall be satisfied (or waived by the NotesIssuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in whole the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in part at their sole discretion) by the redemption prices date, or by the redemption date so delayed. If any such condition precedent has not been satisfied, the Issuers shall provide written notice to the Trustee prior to the close of business two (expressed as percentages of principal amount 2) Business Days prior to the redemption date. Upon receipt, the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be redeemed) set forth belowperformed by another Person. Unless the Issuers default in the payment of the redemption price, plus accrued and unpaid interest, if any, interest will cease to the Redemption Date, subject to the right of Holders of record accrue on the relevant Record Date to receive interest due Notes or portions thereof called for redemption on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any applicable redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturedate.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to July 15, 5(c) and 5(d) hereof2016, the Issuer may, on one or more occasions redeem, during each 12-month period commencing with the Issue Date, up to 10% of the then outstanding aggregate principal amount of the Fixed Rate Euro Notes will and up to 10% of the then-outstanding aggregate principal amount of the Fixed Rate Dollar Notes, upon not be redeemable less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 103% of the Issuer’s optionprincipal amount of Fixed Rate Euro Notes and/or Fixed Rate Dollar Notes redeemed, as applicable, plus accrued and unpaid interest and Additional Amounts, if any, on the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes redeemed, as applicable, to the applicable date of redemption, subject to the rights of holders of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as applicable, on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) issued under this Indenture at a redemption price of 104.000% of the principal amount for Fixed Rate Euro Notes and at a redemption price of 104.750% of the principal amount for Fixed Rate Dollar Notes, plus accrued and unpaid interest and Additional Amounts (if any) then due to the redemption date, with the net cash proceeds of any Equity Offering of common stock or ordinary shares of (1) Wind or (2) any Parent Holdco of Wind to the extent the proceeds from such Equity Offering are contributed to Wind’s common equity capital or are paid to Wind as consideration for the issuance of common stock or ordinary shares of Wind or as Subordinated Shareholder Debt; provided that: (i) at least 65% of the aggregate principal amount of the Fixed Rate Euro Notes and at least 65% of the aggregate principal amount of the Fixed Rate Dollar Notes originally issued under this Indenture (excluding Fixed Rate Notes held by the Issuer, Wind and their respective Affiliates) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of the relevant Equity Offering. (c) At any time prior to July 15, 2016, the Issuer may at its option also redeem all or a part of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at a redemption price equal to 105.000100% of the aggregate principal amount thereofof Fixed Rate Notes redeemed plus the Applicable Premium (calculated as of a date no more than three Business Days prior to the date of the relevant redemption notice) as of, plus and accrued and unpaid interestinterest and Additional Amounts, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record the Fixed Rate Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (d) Except pursuant to subsections (a) and (b) of this Section 3.07 or as set forth in Section 3.08, with the net cash proceeds received Notes will not be redeemable at the Issuer’s option prior to July 15, 2016. On or after July 15, 2016, the Issuer may at its option redeem all or a part of one the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 102.000 % 102.375 % 2017 101.000 % 101.188 % 2018 and thereafter 100.000 % 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date. (f) At any time prior to July 15, 2015, the Issuer may at its option also redeem all or a part of the Floating Rate Notes upon not less than 10 nor more Equity Offerings; provided that than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at least 50a redemption price equal to 100% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under redeemed plus the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence Applicable Floating Rate Note Premium (calculated as of each such redemption; provided further that each such redemption occurs within 180 days of a date no more than three Business Days prior to the date of closing the relevant redemption notice) as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of each such Equity Offering. Notice redemption, subject to the rights of any redemption upon any Equity Offering may Holders of the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (g) Except pursuant to subsection (f) of this Section 3.07, the Floating Rate Notes will not be given redeemable at the Issuer’s option prior to July 15, 2015. On or after July 15, 2015, the Issuer may at its option redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption thereofprices (expressed as percentages of principal amount) set forth below, plus accrued and any such unpaid interest and all Additional Amounts (if any) then due on the Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 and thereafter 100.000 % (h) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date. (i) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06. (j) Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162013, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date. (dc) On and or after May 15June 1, 20162013, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2016 103.750 Year Percentage 2013 104.000 % 2017 102.500 2014 102.000 % 2018 101.250 % 2019 and thereafter 2015 100.000 % (d) Until June 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.50% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds from one or more Equity Offerings to the extent that such net cash proceeds are received by or contributed to the Issuer; provided that (i) at least 50.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth in the following paragraph, the Notes will not be redeemable at the option of the Issuer prior to August 15, 2006. Thereafter, the Notes will be redeemable, at the Issuer’s 's option. (b) At , in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2016, at the Issuer may redeem all or a part of the Notes at a following redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed thereof), plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption Redemption Date (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period commencing on August 15 of the years set forth below: YEAR PERCENTAGE ---- ---------- 2006............................. 105.00% 2007............................. 102.50% (cb) Until May At any time, or from time to time, on or prior to August 15, 20162006, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture with the proceeds of one or more Qualified Equity Offerings (PROVIDED that if the Qualified Equity Offering is a sale of any Capital Stock (other than Disqualified Capital Stock) of Holdings or another issuer, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Issuer) at a redemption price equal to 105.000(expressed as a percentage of principal amount) of 110% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); PROVIDED, with the net cash proceeds received of one or more Equity Offerings; provided HOWEVER, that (i) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each any such redemption occurs within 180 (it being expressly agreed that for purposes of determining whether this condition is satisfied, Notes owned by the Issuer shall be deemed not to be outstanding) and (ii) such redemption is made not more than 90 days after the consummation of the date of closing of each such Qualified Equity Offering. Notice of At any redemption upon any Equity Offering may be given time on or prior to August 15, 2006, the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, Notes may also be subject to one or more conditions precedent, including, redeemed as a whole but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the option of the Issuer upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (exercisable no later than 30 days after such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption prices (expressed as percentages price equal to 100% of the principal amount of thereof plus the Notes to be redeemed) set forth belowApplicable Premium as of, plus and accrued and unpaid interest, if any, to to, the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162015, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after April 15, 2015, the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2015 102.000 % 2016 101.000 % 2017 and thereafter 100.000 % (c) Until May Prior to April 15, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 35100% of the aggregate principal amount of Notes at a redemption price equal to 105.000102.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more a Qualified Equity OfferingsIssuance; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Qualified Equity Offering. Notice Issuance. (d) Any notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related a Qualified Equity OfferingIssuance or other corporate transaction. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May September 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162020, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof the Notes redeemed, plus (ii) the Applicable Premium calculated as of the date the notice of redemption is given plus (iii) accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to September 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 108.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that provided, (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice Offering or contribution. (c) In connection with any tender offer or other offer to purchase for all of the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any redemption third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon any Equity Offering may be notice, given prior not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the redemption thereofprice offered to each other Holder in such tender offer or other offer, plus, to the extent not included in the tender offer payment, accrued and any such redemption or notice mayunpaid interest, at the Issuer’s discretionif any, be subject to one or more conditions precedentthereon, includingto, but not limited toexcluding, completion of the related Equity OfferingRedemption Date. (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to September 15, 2020. (e) On and after May September 15, 20162020, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May September 15 of each of the years indicated below: 2016 103.750 2020 104.250 % 2017 102.500 2021 102.125 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) In addition to any redemption pursuant to this Section 3.07, the Issuer and its equity holders, including the Investor, its respective Affiliates and members of the IndentureIssuer’s management, may from time to time seek to purchase the Issuer’s outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, an Equity Offering, an incurrence of Indebtedness, a Change of Control or the completion or occurrence of any other transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May June 15, 20162023, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to June 15, 2023, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 102.875% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to June 15, 2023. (d) On and after May June 15, 20162023, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May June 15 of each of the years indicated below: 2016 103.750 84111084_1 2023 101.438% 2017 102.500 2024 100.719% 2018 101.250 % 2019 2025 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time and from time to time on and after May 1, 2017 at the Redemption Prices (expressed as described below under clauses 5(bpercentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of Notes on the relevant regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), 5(c) if redeemed during the 12-month period beginning on May 1 of the years indicated below: 2017 104.688 % 2018 103.125 % 2019 101.563 % 2020 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time and from time to time prior to May 151, 20162017, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price Redemption Price equal to the sum of (1) 100% of the principal amount of the Notes redeemed thereof, plus (2) the Applicable Premium as ofof the date of redemption, and plus (3) accrued and unpaid interest, if any, to but not including the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) Until In addition to the optional redemption provisions of the Notes in accordance with the provisions of the preceding paragraphs, prior to May 151, 20162017, the Issuer may, at its option, on with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 35% of the initial aggregate principal amount of the outstanding Notes (including increases from Additional Notes) at a redemption price Redemption Price equal to 105.000106.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to but not including the Redemption Date, date of redemption (subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, with the net cash proceeds received of one or more Equity Offerings); provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any then outstanding (including Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each any such redemption; provided further redemption (excluding Notes held by the Issuer or Subsidiaries of the Issuer) and that each any such redemption occurs within 180 120 days of following the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering. (d) On If Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase made in connection with a Change of Control as required by this Indenture (a “Change of Control Offer”), and after May 15, 2016the Issuer purchases all of the Notes held by such holders, the Issuer may will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes, in whole or in part Notes that remain outstanding following such purchase at a redemption price equal to 101% of the redemption prices (expressed as percentages of aggregate principal amount of the Notes to be redeemed) set forth below, redeemed plus accrued and unpaid interest, if any, thereon to but not including the Redemption Datedate of redemption, subject to the right of the Holders of on relevant record on the relevant Record Date dates to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturean interest payment date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May July 15, 20162018, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.000107.875% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds received of one or more an Equity Offerings; Offering, provided that that: (A) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under on the date of the Indenture after (excluding Notes held by the Issue Date Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (B) the redemption occurs within 180 days of after the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to July 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the redemption date, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to July 15, 2018. (e) On and after May July 15, 20162018, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, if redeemed during the twelve-month period beginning on May July 15 of each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 2016 103.750 % 2017 102.500 % 2018 101.250 103.9375 % 2019 101.9688 % 2020 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.0000 % Unless the provisions of Sections 3.01 through 3.06 Issuers default in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(bAt any time and from time to time prior to May 1, 2027, the Co-Issuers may at their option redeem up to 40% of the aggregate principal amount of the Notes outstanding (which includes Additional Notes, if any), 5(c) at a redemption price equal to 106.625% of the principal amount thereof on the redemption date, together with accrued and 5(d) hereofunpaid interest to, but not including such redemption date (subject to the rights of Holders of the Notes will not be redeemable on the relevant record date to receive payments of interest on the related interest payment date), with an amount of cash equal to the net cash proceeds of an Equity Offering of the Co-Issuers; provided that: (i) at least 50% in aggregate principal amount of the Issuer’s optionNotes originally issued (calculated after giving effect to any issuance of any Additional Notes but excluding any Notes held by the Co-Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and (ii) such redemption occurs no later than the 180th day following such Equity Offering. (b) At any time and from time to time on or prior to May 151, 20162027, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions Co-Issuers redeem up to 3510% of the aggregate principal amount of the Notes issued under the Indenture (including Additional Notes, if any) during any twelve-month period commencing on the Issue Date upon providing notice as required under the Indenture at a redemption price equal to 105.000103% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon to, but excluding, the redemption date. (c) At any time and from time to time prior to May 1, 2027, the Co-Issuers may redeem all or any portion of the Notes outstanding (which includes Additional Notes, if any, ) at a redemption price equal to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50100% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture to be redeemed, together with accrued and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, includingunpaid interest to, but not limited toincluding, completion such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related Equity Offeringinterest payment date), plus the Make Whole Amount. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Co-Issuers’ option prior to May 1, 2027. (e) On and or after May 151, 20162027, the Issuer may redeem Notes will be subject to redemption at the NotesCo-Issuers’ option, in whole or in part part, upon not less than 10 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus together with accrued and unpaid interest thereon to, but not including, the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on May 1 of the years indicated below: 2027 103.313 % 2028 101.656 % 2029 and thereafter 100.000 % Unless the Co-Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Excess Proceeds Offer (each as defined below), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Co-Issuers, or any third party making such a tender offer in lieu of the Co-Issuers, purchase all of the Notes validly tendered and not withdrawn by such holders, the Co-Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to thereon, to, but not including, the Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturesuch redemption.

Optional Redemption. (a) Except as described below under clauses 5(b)The Issuer may redeem the Notes, 5(c) and 5(d) hereofin whole or in part, at any time on or after February 15, 2011. The Redemption Price for the Notes (expressed as a percentage of principal amount) will not be redeemable at as follows, plus accrued and unpaid interest to the Issuer’s option.Redemption Date, if redeemed during the 12-month period commencing on February 15 of any year set forth below: 2011 104.875% 2012 102.438% 2013 and thereafter 100.000% (b) At any time prior to May February 15, 20162011, the Issuer Notes may redeem all also be redeemed by or a part on behalf of the Notes Issuer, in whole, or in part, at the Issuer’s option (a “Make-Whole Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and accrued but unpaid interest and unpaid interestAdditional Interest, if any, to to, the date of redemption pursuant to such Make-Whole Redemption (the “Make-Whole Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May At any time prior to February 15, 20162010, the Issuer may, at its option, on any one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Equity Interests) of the Parent (to the extent such net cash proceeds have been contributed to the equity capital of the Issuer , at a redemption price equal Redemption Price (expressed as a percentage of principal amount) of 109.75% of the principal amount thereof plus accrued and unpaid interest to 105.000the Redemption Date; provided that at least 65% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after on the Issue Date remains outstanding immediately after the occurrence each such redemption and notice of any such redemption is mailed within 90 days of each such redemption; provided further that each such redemption occurs within 180 days sale of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingInterests. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Issuer defaults in the payment of the IndentureRedemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

Optional Redemption. (a) Except as described below under clauses 5(bAt any time and from time to time prior to July 1, 2022, the Issuer may at its option redeem up to 35% of the aggregate principal amount of the Notes outstanding (which includes Additional Notes, if any), 5(cat a redemption price equal to 107.000% of the principal amount thereof on the redemption date, together with accrued and unpaid interest to, but not including such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), with an amount of cash equal to the net cash proceeds received by, or contributed to, the Issuer from one or more Equity Offerings of Parent; provided that: (i) at least 65% in aggregate principal amount of the Notes originally issued (calculated after giving effect to any issuance of any Additional Notes but excluding any Notes held by Parent and 5(dits Subsidiaries) hereofremains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs no later than the 180th day following such Equity Offering. (b) At any time and from time to time prior to July 1, 2022, the Issuer may redeem all or any portion of the Notes outstanding (which includes Additional Notes, if any) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to, but not including, such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), plus the Make Whole Amount. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option. (b) At any time option prior to May 15July 1, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2022. (d) On and or after May 15July 1, 20162022, the Issuer may redeem Notes will be subject to redemption at the NotesIssuer’s option, in whole or in part part, upon not less than 30 days nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus together with accrued and unpaid interest thereon to, but not including, the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on April 15 of the years indicated below: Year Percentage 2022 103.500 % 2023 101.750 % 2024 and thereafter 100.0000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Excess Proceeds Offer (each as defined below), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to thereon, to, but not including, the Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturesuch redemption.

Optional Redemption. (a) Except as described below under clauses 5(b)The Notes are subject to redemption, 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.election of the Company, upon not less than ten (10) nor more than sixty (60) days' notice by mail (each prepayment must relate to an aggregate principal amount of Notes of at least $5 million): (bi) At any time prior to May 15, 2016, the Issuer may redeem all or a part second anniversary of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofClosing Date, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes and the Holdings Notes may be prepaid from the proceeds of an Equity Offering of Common Stock of Holdings at a redemption price equal to 105.000of 110% of the aggregate principal amount thereof, thereof plus accrued interest; provided that, so long as the Purchasers and unpaid interesttheir Affiliates own a majority of the principal amount of the Notes outstanding, if any, any such proceeds shall be applied first to the Redemption Dateprepayment of the Holdings Notes, subject and if no Holdings Notes are then outstanding to the right prepayment of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsNotes; provided that further that, after giving effect to any such prepayment, at least 5065% of the sum original principal amount of the Notes issued on the Closing Date remains outstanding. Each payment must relate to an aggregate principal amount of Notes originally issued under the Indenture and of at least $5 million; (ii) at any Additional Notes issued under the Indenture time on or after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days second anniversary of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Closing Date and prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion third anniversary of the related Equity Offering. (d) On and after May 15, 2016Closing Date, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of entire aggregate principal amount of the Notes to then outstanding may be redeemed) set forth below, prepaid concurrently with the consummation of an Equity Offering of Common Stock of Holdings or a Change of Control at a price of 110% of the principal amount plus accrued interest; provided that, so long as the Purchasers and unpaid interesttheir Affiliates own a majority of the principal amount of the Notes outstanding, any such proceeds shall be applied first to the prepayment of the Holdings Notes, and if anyno Holdings Notes are then outstanding to the prepayment of the Notes. (iii) prepayment of the notes will be permitted in whole or in part, to at any time on or after the third anniversary of the Closing Date at the following Redemption Prices at the prices listed below (expressed as a percentage of the principal amount of the Notes being prepaid as of the Redemption Date, subject ) plus accrued interest to the right date of Holders of record on prepayment; provided that, so long as the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each Purchasers and their Affiliates own a majority of the years indicated belowprincipal amount of the Notes outstanding, any such proceeds shall be applied first to the prepayment of the Holdings Notes, and if no Holdings Notes are then outstanding to the prepayment of the Notes: 2016 103.750 Redemption Date Redemption Price September 20, 2003 - September 19, 2006 106.75% 2017 102.500 September 20, 2006 - September 19, 2007 105.40% 2018 101.250 September 20, 2007 - September 19, 2008 104.05% 2019 September 20, 2008 - September 19, 2009 102.70% September 20, 2009 and thereafter 100.000 101.35% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.