Common use of Selection of Notes to Be Redeemed Clause in Contracts

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which shall select the Notes are listed to be redeemed or accepted for trading, or, if the Notes are not so listed or accepted for trading, purchased on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $2,000 of principal amount or less will be redeemed in accordance with methods generally used part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall make the selection at least 30 days but not more than 60 days before the time of selection by fiduciaries in similar circumstancesRedemption Date from outstanding Notes not previously called for redemption. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof of that Note to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become irrevocably due on the date fixed for redemptionredemption at the applicable Redemption Price, plus accrued and unpaid interest to, but not including, the Redemption Date. On and after the redemption dateRedemption Date, unless the Company defaults in paying the applicable Redemption Price, interest ceases to accrue or accrete on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes them called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, to be redeemed among the Holders of Notes on a pro rata basis, by lot or by such method as the Trustee shall deem deems fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the redemption date. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by as follows: (a) if the Trustee Notes are listed for trading on a national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, so listed; or, (b) if the Notes are not so listed or accepted for tradingthere are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $1,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases and Liquidated Damages, if applicable, cease to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults Issuers default in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by as follows: (a) if the Trustee Notes are listed for trading on a national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, so listed; or, (b) if the Notes are not so listed or accepted for tradingthere are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $2,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest (including Additional Interest, if applicable) ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults Issuers default in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of The Trustee shall select the Notes are to be redeemed at any time, selection of Notes for redemption will be made by among the Trustee Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in accordance a manner that complies with methods generally used applicable requirements of the Depositary); provided that no Notes of $2,000 or less shall be redeemed in part except if all of the Notes of a Holder are to be redeemed or repurchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 or even if the Notes do not have denominations larger than $2,000, shall be redeemed or repurchased. Notices of redemption shall be sent electronically (to the extent permitted by applicable procedures or regulations) or mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee (or Registrar if other than the Trustee) shall select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, basis to the extent practicable or by lot or by such other similar method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time procedures of selection the Depository, unless otherwise required by fiduciaries in similar circumstanceslaw or applicable stock exchange requirements. If any Note is In the event of partial redemption by lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or delivered electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. In the case of certificated Notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Selection of Notes to Be Redeemed. If (a) In the event that less than all of the Notes are to be redeemed at any time, selection of the Notes for redemption will to be redeemed shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and equitable; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in accordance part; provided, further, that if a partial redemption is made with methods generally used at the time proceeds of any Equity Offering, selection of the Notes or portions thereof for redemption shall be made by fiduciaries the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depositary), unless such method is otherwise prohibited. The Trustee shall make the selection from the outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Company in similar circumstanceswriting of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. If any Note is In the event of a partial redemption by lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 60 days prior to the relevant Redemption Date from the Outstanding Notes not previously called for redemption. The Company may redeem Notes in part only, the notice denominations of $1,000 only in whole. The Trustee may select for redemption that relates portions (equal to such Note shall state the portion $1,000 or any integral multiple of $1,000) of the principal amount thereof to be redeemedof Notes that have denominations larger than $1,000. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon delivery of the original Note to the Paying Agent and cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest ceases will cease to accrue on Notes or portions thereof called for redemption as long as the Company has made a deposit with the Paying Agent in U.S. legal tender in satisfaction of the applicable Redemption Price pursuant to this Indenture. (b) For all purposes of this Indenture, unless the Issuer defaults in making such context otherwise requires, all provisions relating to redemption payment. The Trustee of Notes shall promptly notify the Issuer in writing of the Notes selected for redemption andrelate, in the case of any Note selected for partial redemptionredeemed or to be redeemed only in part, to the portion of the principal amount thereof of that Note which has been or is to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption. Except as provided in the preceding sentencethis Section 3.2, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The provisions of the two preceding paragraphs of this Section 3.2 shall not apply with respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized denomination.

Selection of Notes to Be Redeemed. If less than all of the Notes of a series are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the Notes of such series to be redeemed by a method that complies with the requirements of the principal national securities exchange Applicable Securities Exchange (which requirements shall be provided or trading systemcaused to be provided by the Issuer to the Trustee), if any, on which the Notes are listed or accepted for trading, quoted or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, basis by lot or by such any other method as that the Trustee shall deem considers fair and appropriate appropriate. The Trustee shall make the selection not more than 45 days before the Redemption Date from Notes of such series outstanding and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstancesnot previously called for redemption. If any Note is to be redeemed in part only, the notice of The Trustee may select for redemption that relates to such Note shall state the a portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedNotes of such series that have a denomination larger than $1,000. Notes and portions of Notes selected shall thereof will be redeemed in amounts the amount of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be deemed) to be the portion to be selected for redemption. The Notes (or portion thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Issuer and the Trustee may treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less than all of the outstanding Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee Company, the Trustee, on behalf of the Company, shall select the outstanding Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradingon such an exchange the Trustee, on behalf of the Company, shall select the outstanding Notes to be redeemed on a pro rata basis, by lot or by such any other method as that the Trustee deems fair and appropriate; provided, that a redemption pursuant to the provisions relating to Equity Offerings will be on a pro rata basis. Notes redeemed in part shall only be redeemed in integral multiples of $1,000. If the Company elects to mail notice of a redemption to Holders, the Trustee shall deem fair and appropriate and in accordance with methods generally used at least five days prior to the time date notice of selection by fiduciaries in similar circumstances. If any Note redemption is to be redeemed in part onlymailed, (i) select, on behalf of the Company, the notice of redemption that relates Notes to such Note shall state be redeemed from Notes outstanding not previously called for redemption, and (ii) notify the portion Company of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name names of the each Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof of Notes held by each such Holder and the principal amount of such Holder's Notes that are to be redeemed. The Trustee shall select for redemption Notes and or portions of Notes selected shall be in principal amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. The Company shall notify the Trustee of its acceptance for payment of the Notes selected for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection or require unless otherwise required by fiduciaries in similar circumstanceslaw or applicable stock exchange or depositary requirements. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less in principal amount can be redeemed or purchased in part. Notes and portions of Notes selected shall will be in amounts of $1,000 2,000 or whole multiples of $1,0001,000 in excess thereof, except that if all of the Notes of a Holder are to be redeemedredeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, Holder shall be redeemedredeemed or purchased. Except as provided For purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the preceding sentencecase of any of the Notes redeemed or to be redeemed only in part, provisions to the portion of this Indenture that apply the principal amount thereof which has been or is to Notes called for redemption also apply to portions of Notes called for redemptionbe redeemed.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance on a PRO RATA basis or by lot or by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as and that the Trustee shall deem considers fair and appropriate and in accordance with methods generally used at the time appropriate, provided that no Notes of selection by fiduciaries in similar circumstances. If any Note is to $1,000 or less shall be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentpart. The Trustee shall promptly notify make the Issuer in writing of selection not more than 60 days and not less than 30 days before the redemption date from Notes selected outstanding not previously called for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereunder, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, listed; or, (2) if the Notes are not so listed or accepted for tradingon any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $1,000 of principal amount or less will be redeemed in accordance with methods generally used part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof of that Note to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes them called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basisbasis (or, by lot or in the case of Notes issued in global form pursuant to Article 3 hereof, by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee shall deem deems fair and appropriate and in accordance with methods generally used at unless otherwise required by law); provided, that no partial redemption of any Note will occur if such redemption would reduce the time principal amount of selection by fiduciaries in similar circumstancessuch Note to less than $2,000. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption shall become due on the date fixed for redemption. On Unless the Partnership defaults in payment of the redemption price, on and after the redemption date, interest ceases will cease to accrue on the Notes or portions thereof of the Notes called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall will promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall will be in amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this the Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any time, selection of the Trustee shall select the Notes for redemption will to be made redeemed by a method that complies with the requirements, as certified to it by the Trustee in compliance with the requirements Issuer, of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradingat such time, and in compliance with the requirements of DTC or, if the Notes are not so listed on a securities exchange, or accepted for tradingsuch securities exchange prescribes no method of selection and the Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis, by lot or by such other method as the Trustee shall deem deems fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part onlyappropriate; provided, the notice of however, that no such partial redemption that relates to such Note shall state reduce the portion of the principal amount thereof of a Note not redeemed to less than $2,000. For Notes which are represented by global certificates held on behalf of DTC, if the Notes are selected for redemption on a pro rata basis, the Notes to be redeemedredeemed shall be selected in accordance with DTC procedures on a “Pro Rata Pass-Through Distribution of Principal” basis. A new Note in principal amount equal to If the unredeemed portion thereof will Trustee does not provide the necessary information and identify the redemption as on a “Pro Rata Pass-Through Distribution of Principal Basis,” the Notes shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called selected for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults by lot in making such redemption paymentaccordance with DTC procedures. The Trustee shall promptly notify make the Issuer in writing of selection from the Notes selected outstanding and not previously called for redemption. The Trustee may select for redemption and, portions equal to $1,000 in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. and any integral multiple thereof; provided that no Notes and portions of Notes selected shall be in amounts of $1,000 2,000 in principal amount or whole multiples of $1,000, except that if all of the Notes of a Holder are to less may be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemedredeemed in part. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly in writing of the Notes or portions of Notes to be called for redemption. The Trustee shall not be liable for selections made in accordance with the provisions of this Section 3.03 or for selections made by DTC.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by as follows: (a) if the Trustee Notes are listed for trading on a national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, so listed; or, (b) if the Notes are not so listed or accepted for tradingthere are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. Back to Contents No Notes of $1,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest (including Additional Interest, if applicable) ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults Issuers default in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall may deem fair and appropriate (and in accordance a manner that complies with methods generally used applicable legal requirements); provided that no Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least thirty (30) days but not more than sixty (60) days before the time redemption date to each Holder of selection by fiduciaries Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in similar circumstancesconnection with Sections 8.2, 8.3 or 8.8 hereof. Except for a redemption to be effected pursuant to Section 3.7, notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on Note (or appropriate adjustments to the date fixed for redemptionamount and beneficial interests in a Global Note will be made, as appropriate). On and after the redemption date, interest ceases will cease to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Issuer Company in writing of the Notes selected for redemption. The Trustee may select for redemption and, in the case of portions (equal to $1,000 or any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts integral multiples of $1,000 or whole multiples thereof) of $1,000, except that if all the principal of the Notes of that have denominations larger than $2,000 so long as no partial redemption results in a Holder are to be redeemed, the entire outstanding Note having a principal amount of Notes held by such Holder, even if not a multiple of less then $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption2,000.

Selection of Notes to Be Redeemed. If less than all of the Euro Notes or the Dollar Notes, as the case may be, are to be redeemed at any time, selection of the Trustee will select the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, basis or by lot or by such some other method as the Trustee shall deem in its sole discretion deems fair and appropriate and of the Notes unless otherwise required by law or applicable stock exchange requirements. The Trustee will not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Euro Notes of selection by fiduciaries €50,000 or less or Dollar Notes of $100,000 or less shall be purchased or redeemed in similar circumstancespart. Notices of purchase or redemption shall be given to each Holder pursuant to Sections 3.03 and 13.01. If any Euro Note or Dollar Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Euro Note or Dollar Note, as the case may be, in principal amount equal to the unredeemed portion thereof of the original Euro Note or the Dollar Note, as applicable, will be issued in the name of the Holder thereof of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption. In relation to Definitive Registered Notes, a new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing payment of the purchase or redemption price, interest shall cease to accrue on Notes selected or portions thereof tendered for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 purchase or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection or require unless otherwise required by fiduciaries in similar circumstanceslaw or applicable stock exchange or depositary requirements. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after , unless a condition precedent to redemption set forth in the notice of redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults as described in making such redemption paymentSection 4.03 has not been satisfied. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less in principal amount can be redeemed or purchased in part. Notes and portions of Notes selected shall will be in amounts of $1,000 2,000 or whole multiples of $1,0001,000 in excess thereof, except that if all of the Notes of a Holder are to be redeemedredeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, Holder shall be redeemedredeemed or purchased. Except as provided For purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the preceding sentencecase of any of the Notes redeemed or to be redeemed only in part, provisions to the portion of this Indenture that apply the principal amount thereof which has been or is to Notes called for redemption also apply to portions of Notes called for redemptionbe redeemed.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the Notes to be redeemed by a method that complies with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, quoted or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such any other method as that the Trustee shall deem considers fair and appropriate appropriate. The Trustee shall make the selection not more than 60 days and in accordance with methods generally used at not less than 30 days before the time of selection by fiduciaries in similar circumstancesRedemption Date from Notes outstanding and not previously called for redemption. If any Note is to be redeemed in part only, the notice of The Trustee may select for redemption that relates to such Note shall state the a portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedNotes that has a denomination larger than $1,000. Notes and portions of Notes selected shall thereof will be redeemed in amounts the amount of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portion thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If (a) In the event that less than all of the Notes of a given maturity are to be redeemed at any time, selection of such Notes for redemption will to be redeemed shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and equitable; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in accordance with methods generally used at part. The Trustee shall make the time selection from the outstanding Notes of selection that maturity not previously called for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. In the event of a partial redemption by fiduciaries in similar circumstances. If any Note is lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 60 days prior to the relevant Redemption Date from the Outstanding Notes of that maturity not previously called for redemption. The Company may redeem Notes in part only, the notice denominations of $1,000 only in whole. The Trustee may select for redemption that relates portions (equal to such Note shall state the portion $1,000 or any integral multiple of $1,000) of the principal amount thereof to be redeemedof Notes that have denominations larger than $1,000. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon delivery of the original Note to the Paying Agent and cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest ceases will cease to accrue on Notes or portions thereof called for redemption as long as the Company has made a deposit with the Paying Agent in U.S. legal tender in satisfaction of the applicable Redemption Price pursuant to this Indenture. (b) For all purposes of this Indenture, unless the Issuer defaults in making such context otherwise requires, all provisions relating to redemption payment. The Trustee of Notes shall promptly notify the Issuer in writing of the Notes selected for redemption andrelate, in the case of any Note selected for partial redemptionredeemed or to be redeemed only in part, to the portion of the principal amount thereof of that Note which has been or is to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall promptly notify the Issuer Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the particular Notes to be redeemed from the Outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, basis or by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method of Trustee considers fair and appropriate. Notes and portions thereof that the time of selection by fiduciaries Trustee selects shall be in similar circumstancesprincipal amounts equal to $1,000 or any whole multiple thereof. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of selected for redemption (provided, however, that the Holder thereof of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon cancellation conversion of the original such Note). Notes called which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as Outstanding for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. (a) If less than all of the Notes are to be redeemed pursuant to Section 3.07 at any time, selection of the Notes for redemption will to be made by the Trustee redeemed shall be selected in compliance accordance with the requirements of the principal national securities exchange or trading systemApplicable Procedures, if any, on which the Notes are listed or accepted for trading, or, and if the Notes are not so listed held through DTC or accepted for tradingDTC prescribes no method of selection, the Trustee will select by lot, on a pro rata basis, by lot basis or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at appropriate. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, unless otherwise provided herein, by the notice of redemption that relates to such Note shall state Trustee from the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. then outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. . (b) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole number multiples of $1,000; provided that no Notes of $2,000 in principal amount or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,0001,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (c) After the redemption date, upon surrender of a Note to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note, representing the same Indebtedness to the extent not redeemed, shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption). In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.

Selection of Notes to Be Redeemed. If In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the such Notes are listed or accepted for trading, or, if the such Notes are not so then listed or accepted for tradingon a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided, however, that no Notes of a principal amount at maturity of U.S. $1,000 or less shall be redeemed in accordance part; provided, further, that if a partial redemption is made with methods generally used the proceeds of a Public Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Notice of redemption shall be mailed by the Company by first-class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount at maturity thereof to be redeemed. A new Note in a principal amount at maturity equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, Accreted Value will cease to accrete or interest ceases will cease to accrue on Notes or portions thereof called for redemption unless as long as the Issuer defaults Company has deposited with the Paying Agent funds in making such redemption payment. The Trustee shall promptly notify the Issuer in writing satisfaction of the Notes selected for applicable redemption and, in the case of any Note selected for partial redemption, the principal amount thereof price pursuant to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionIndenture.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timepursuant to an Optional Redemption, selection of Notes for redemption will be made by the Trustee shall select the particular Notes to be redeemed in compliance principal amounts of $1,000 or integral multiples thereof from outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, by lot basis or by such method as the Trustee shall deem fair and appropriate and otherwise in accordance with methods generally used at the time applicable procedures of selection the Depositary or by fiduciaries lot in similar circumstancesaccordance with any other method the Trustee considers fair and appropriate. Notes and portions thereof that the Trustee selects shall be in amounts equal to the minimum authorized denominations for Notes to be redeemed or any integral multiple thereof. If any Note selected for partial redemption pursuant to an Optional Redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Notes so selected, the converted portion of such Note shall be deemed to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of selected for redemption (provided, however, that the Holder thereof of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption over the amount that such Holder would have otherwise been entitled to receive upon cancellation conversion of the original such Note. Notes called which have been converted during a selection of Notes to be redeemed pursuant to an Optional Redemption may be treated by the Trustee as outstanding for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemptionredemption pursuant to an Optional Redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the a series of Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot basis to the extent practicable or by such other method as is customary with the procedures of DTC, including the application of a "pool factor" to the nominal amount of each Notes, unless otherwise required by law or applicable stock exchange requirements. The Trustee shall deem fair and appropriate and not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Note of selection by fiduciaries $200,000 in similar circumstancesaggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of $1,000 will be redeemed. 01. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify In relation to Definitive Registered Notes, a new Note in principal amount equal to the Issuer in writing of the Notes selected for redemption and, in the case unpurchased or unredeemed portion of any Note selected for partial redemption, purchased or redeemed in part will be issued in the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called or portions thereof tendered for redemption also apply to portions of Notes purchase or called for redemption.

Selection of Notes to Be Redeemed. If less than all In case of a partial redemption, selection of the Notes or portions thereof for redemption shall be made by the Trustee by lot, pro rata or in such --- ---- manner as it shall deem appropriate and fair and in such manner as complies with any applicable legal requirements; provided, however, that if a partial -------- ------- redemption is made with the proceeds of an Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method is otherwise prohibited. Notes may be --- ---- redeemed in part in multiples of $1,000 principal amount only. Notice of redemption will be sent, by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to each Holder whose Notes are to be redeemed at any time, selection of Notes the last address for redemption will be made by such Holder then shown on the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstancesregistry books. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the any redemption date, interest ceases will cease to accrue on the Notes or portions part thereof called for redemption unless as long as the Issuer defaults company has deposited with the Paying Agent funds in making such redemption payment. The Trustee shall promptly notify the Issuer in writing satisfaction of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof price pursuant to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionIndenture.

Selection of Notes to Be Redeemed. If (a) In the event that less than all of the Notes are to be redeemed at any time, selection of the Notes for redemption will to be redeemed shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and equitable; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in accordance with methods generally used at part. The Trustee shall make the time selection from the outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Company in writing of selection the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. In the event of a partial redemption by fiduciaries in similar circumstances. If any Note is lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 60 days prior to the relevant Redemption Date from the Outstanding Notes not previously called for redemption. The Company may redeem Notes in part only, the notice denominations of $1,000 only in whole. The Trustee may select for redemption that relates portions (equal to such Note shall state the portion $1,000 or any integral multiple of $1,000) of the principal amount thereof to be redeemedof Notes that have denominations larger than $1,000. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon delivery of the original Note to the Paying Agent and cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest ceases will cease to accrue on Notes or portions thereof called for redemption as long as the Company has made a deposit with the Paying Agent in U.S. legal tender in satisfaction of the applicable Redemption Price pursuant to this Indenture. (b) For all purposes of this Indenture, unless the Issuer defaults in making such context otherwise requires, all provisions relating to redemption payment. The Trustee of Notes shall promptly notify the Issuer in writing of the Notes selected for redemption andrelate, in the case of any Note selected for partial redemptionredeemed or to be redeemed only in part, to the portion of the principal amount thereof of that Note which has been or is to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance on a pro rata basis or by lot or by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as and that the Trustee shall deem considers fair and appropriate and in accordance with methods generally used at the time appropriate, provided that no Notes of selection by fiduciaries in similar circumstances. If any Note is to $1,000 or less shall be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentpart. The Trustee shall promptly notify make the Issuer in writing of selection not more than 60 days and not less than 30 days before the redemption date from Notes selected outstanding not previously called for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereunder, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. (a) If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, (if such listing is known to the Trustee) or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and reasonable (subject to the procedures of DTC or any other Depositary and by such method as maintaining the authorized denominations for the Notes). In the case of a redemption of the Notes pursuant to Section 3.07(b), the Trustee shall deem fair and appropriate and in accordance with methods generally used at select the time of selection by fiduciaries in similar circumstances. If any Note is Notes to be redeemed in part onlyon a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other Depositary). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, prior to giving a notice of such redemption that relates to such Note shall state by the portion of Trustee from the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. . (b) The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $1,000. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with shall select the requirements Notes to be redeemed among the Holders of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate. In the event of selection partial redemption by fiduciaries in similar circumstanceslot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed (so far as may be) to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed selected for redemption. On and after Notes which have been converted during a selection of Notes to be redeemed may be treated by the redemption date, interest ceases to accrue on Notes or portions thereof called Trustee as outstanding for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount Principal Amount thereof to be redeemed. The Principal Amount of Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount Principal Amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Registrar will select Notes for redemption will be made by as follows: (1) if the Trustee Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the such Notes are listed or accepted for trading, listed; or, (2) if the Notes are not so listed or accepted for tradingon any national securities exchange, on a pro rata basis, by lot basis to the extent practicable or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used customary procedures of DTC. No Notes of $2,000 or less shall be redeemed in part. Except as otherwise provided herein, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in similar circumstancesconnection with Sections 8.2, 8.3 or 8.8 hereof. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall will state the portion of the principal amount thereof that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original NoteNote (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases shall cease to accrue on Notes or portions thereof of them called for redemption unless so long as the Issuer defaults Company has deposited with the paying agent for the Notes funds in making such satisfaction of the redemption paymentprice (including accrued and unpaid interest on the Notes to be redeemed) pursuant to this Indenture. The Trustee Registrar shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Issuer Company in writing of the Notes selected for redemption. The Registrar may select for redemption and, in the case of portions (equal to $2,000 or any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts integral multiples of $1,000 or whole multiples thereof) of $1,000, except that if all the principal of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of that have denominations larger than $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption2,000.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of the Trustee will select the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, purchase on a pro rata basisbasis or, by lot or by such in the case of Notes issued in global form, based on a method that most nearly approximates a pro rata selection as the Trustee shall deem in its sole discretion deems fair and appropriate and appropriate, unless otherwise required by law or applicable stock exchange requirements. The Trustee will not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Notes of selection by fiduciaries $200,000 or less shall be purchased or redeemed in similar circumstancespart. Notices of purchase or redemption shall be given to each Holder pursuant to Sections 3.03 and 13.01. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption. In relation to Definitive Registered Notes, a new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing payment of the purchase or redemption price, interest shall cease to accrue on Notes selected or portions thereof tendered for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 purchase or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot to the extent practicable or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time Applicable Procedures of selection the Depositary; provided that no Notes of $2,000 or less shall be redeemed in part. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall will promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued (or book-entry notation made) in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest shall cease to accrue on the principal amount of the Notes or portions thereof called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all In the case of the Notes are to be redeemed at any timepartial redemption, selection of the Notes for redemption will be made by the Trustee in compliance accordance with the requirements procedures of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, DTC or, if the Notes are not so listed or accepted for tradingthen on deposit with DTC, on a pro rata basis, the Trustee will select the Notes to be redeemed by lot or by such other method as the Trustee shall deem fair and appropriate appropriate; provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them that the Trustee selects shall be in accordance with methods generally used at principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the time Company as soon as practicable of selection by fiduciaries in similar circumstancesthe Notes or portions of Notes to be redeemed. If In the case of any partial redemption, the Company shall notify the Trustee of such redemption no later than five Business Days prior to the date on which redemption notice is to be sent to Holders. After the redemption date, upon surrender of the Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A a new Note or Notes in principal amount equal to the unredeemed portion thereof will of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder thereof of the Notes upon cancellation of the original NoteNote (or appropriate book entries shall be made to reflect such partial redemption). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the Notes or portions thereof called for redemption redemption, unless the Issuer Company defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing delivery of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionamount.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee in compliance with shall select the requirements Notes to be redeemed or purchased among the Holders of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basisbasis (or, by lot in the case of Notes issued in global form as discussed under Section 2.03 hereof, based on a method as DTC or by its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee shall deem considers fair and appropriate and unless otherwise required by law) unless otherwise required by law or applicable stock exchange or depositary requirements; provided that no Notes of $2,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice of redemption that relates to such Note shall state the portion is issued in connection with a defeasance of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta satisfaction and discharge pursuant to Article 10 hereof. The Trustee shall promptly notify the Issuer Company in writing of the any Definitive Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 2,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge pursuant to Article 10 hereof. Notices of redemption may be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering. If any such condition precedent has not been satisfied, the Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall provide such notice to each holder of the Notes in the same manner in which the notice of redemption was given.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee (or Registrar if other than the Trustee) shall select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, basis to the extent practicable or by lot or such other similar method in accordance with the procedures of the Depository, unless otherwise required by such method law or applicable stock exchange requirements (so long as the Trustee shall deem fair and appropriate and in accordance with methods generally used at has actual knowledge of such listing). In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or sent electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed, except that redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. In the case of certificated Notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, subject to the satisfaction or waiver of any conditions. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding particular Notes to be redeemed shall be selected not more than 60 days and not less than 30 days prior to the Provisional Redemption Date or Optional Redemption Date, as the case may be, by the Company, from the Outstanding Notes not previously called for redemption, on a pro rata basis based on the principal amount of all Notes held then outstanding. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected; the converted portion of such Note shall be deemed, solely for purposes of determining the aggregate principal amount of the Notes to be redeemed, to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes that have been converted during a selection of Notes to be redeemed may be treated by the Company as Outstanding Notes for the purpose of such Holder, even if not a multiple selection. Notes in denominations of $1,000 may only be redeemed in whole. The Company may select for redemption portions (equal to $1,000 or any multiple thereof) of the principal of Notes that have denominations larger than $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture Agreement that apply to Notes called for redemption also apply to portions of Notes called for redemption. For all purposes of this Agreement, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of less than $1,000 shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. As of the date hereof, the Notes are not listed on any national securities exchange. The Company shall give notice to the Trustee of any such listing promptly after it becomes effective.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding principal amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with respect to any redemption affecting only a Global Certificate, whether such Global Certificate is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Certificate shall be in an authorized denomination. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the particular Notes to be redeemed from the outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for trading, on a pro rata basisan exchange, by lot or by such method as lot. Notes and portions thereof that the Trustee selects shall deem fair and appropriate and be in accordance with methods generally used at the time of selection by fiduciaries in similar circumstancesprincipal amounts equal to $1,000 (excluding Additional Notes) or any whole multiple thereof. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of selected for redemption (provided, however, that the Holder thereof of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon cancellation conversion of the original such Note). Notes called which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, listed; or, (2) if the Notes are not so listed or accepted for tradingon any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $1,000 of principal amount at maturity or less will be redeemed in accordance with methods generally used part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof at maturity of that Note to be redeemed. A new Note in principal amount at maturity equal to the unredeemed portion thereof of the original Note presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue or accrete on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes them called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, selection of Notes for redemption will be made selected not more than 60 days prior to the redemption date by the Trustee in compliance with the requirements any applicable rules of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed on a securities exchange or accepted for tradingif there are no applicable rules, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and deems appropriate and in accordance with methods generally used at fair; provided, that the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the unredeemed portion of the principal amount thereof of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note. If less than all of the Notes are to be redeemed. A new Note in , following the determination by the Company of the principal amount amounts of each series to be redeemed, the Trustee shall make the selection from the Notes that have not previously been called for redemption and may provide for the selection for redemption of portions (equal to the unredeemed portion thereof will be issued minimum authorized denomination for the Notes, or any integral multiple of $1,000 in the name excess thereof) of the Holder thereof upon cancellation principal amount of the original Note. Notes called of a denomination larger than the minimum authorized denomination for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentNotes. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. If the Company shall so direct, Notes and portions registered in the name of the Company, any Affiliate of the Company or any Subsidiary of the Company thereof shall not be included in the Notes selected for redemption. For purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee Company in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so then listed or accepted for tradingon a national securities exchange, on a pro rata basis, PRO RATA basis or by lot or by such any other method as the Trustee shall deem fair and appropriate and appropriate; PROVIDED, HOWEVER, that Notes redeemed in accordance with methods generally used at part shall only be redeemed in integral multiples of $1,000; PROVIDED, FURTHER, HOWEVER, that any such redemption pursuant to the time provisions relating to a Public Equity Offering by the Company shall be made on a PRO RATA basis or on as nearly a PRO RATA basis as practicable (subject to any procedures of selection by fiduciaries in similar circumstancesThe Depository Trust Company or any other Depository). If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A redeemed and the Trustee shall authenticate and mail to the holder of the original Note a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on Note promptly after the date fixed for redemptionoriginal Note has been canceled. On and after the redemption dateRedemption Date, interest ceases will cease to accrue on Notes or portions thereof called for redemption redemption. For all purposes of this Indenture, unless the Issuer defaults in making such context otherwise requires, all provisions relating to redemption payment. The Trustee of Notes shall promptly notify the Issuer in writing of the Notes selected for redemption andrelate, in the case of any Note selected for partial redemptionredeemed or to be redeemed only in part, to the portion of the principal amount thereof of such Note which has been or is to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot to the extent practicable or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time Applicable Procedures of selection the Depositary; provided that no Notes of $2,000 or less shall be redeemed in part. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall will promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued (or book-entry notation made) in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest shall cease to accrue on the principal amount of the Notes or portions thereof called for redemption and for which funds have been set aside for payment. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all In the case of any partial redemption, the Notes are to be redeemed at any time, selection of Registrar will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time procedures of Euroclear and Clearstream or the relevant clearing system (including by the pro rata reduction of the principal amount of all Notes by the application of a “pool factor” in accordance with the normal procedures of Euroclear and Clearstream); provided that no Notes in denominations of €100,000 or less shall be redeemed in part. The Registrar shall make the selection by fiduciaries from outstanding Notes not previously called for redemption. The Registrar may select for redemption portions of the principal of Notes that have denominations larger than €100,000. Notes and portions of them that the Registrar selects shall be in similar circumstancesprincipal amounts of €100,000 or any integral multiple of €1,000 in excess thereof. If any Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Registrar shall notify the Issuer and the Trustee as soon as practicable of the Notes or portions of Notes to be redeemed. After the redemption date, upon surrender of the Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A a new Note or Notes in principal amount equal to the unredeemed portion thereof will of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder thereof of the Notes upon cancellation of the original NoteNote (or appropriate book entries shall be made to reflect such partial redemption). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the Notes or portions thereof called for redemption redemption, unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing delivery of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionamount.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, (b) on a pro rata basisbasis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time procedures of selection DTC, and in each case, such manner as complies with applicable legal requirements. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000Authorized Denominations. Notes that are not in Authorized Denominations shall not be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000in Authorized Denominations, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption shall also apply to portions of Notes called for redemption. If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption and shall be so converted. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so then listed or accepted for tradingon a national securities exchange, on a pro rata PRO RATA basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; PROVIDED, HOWEVER, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a PRO RATA basis or as nearly on a PRO RATA basis as is practicable (subject to the Depository's procedures), unless such method as is otherwise prohibited. The Company shall promptly notify the Trustee shall deem fair and appropriate and the Paying Agent in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion writing of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in date of listing and the name of the Holder thereof upon cancellation of securities exchange if and when the original Note. Notes called for redemption become due are listed on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta principal national securities exchange. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts denominations of $1,000 or whole multiples less may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. On and after the date of redemption, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to this Indenture.

Selection of Notes to Be Redeemed. If In the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the such Notes are listed or accepted for trading, or, if the such Notes are not so then listed or accepted for tradingon a national securities exchange, on a -43- pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in accordance part; provided, further, that if a partial redemption is made with methods generally used the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notice of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases will cease to accrue on Notes or portions thereof called for redemption unless as long as the Issuer defaults Company has deposited with the Paying Agent funds in making such redemption payment. The Trustee shall promptly notify the Issuer in writing satisfaction of the Notes selected for applicable redemption and, in the case of any Note selected for partial redemption, the principal amount thereof price pursuant to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionIndenture.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which shall select the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, to be redeemed on a pro rata basis, by lot or by such any other method as which the Trustee shall deem determine to be fair and appropriate and which complies with any stock exchange and other applicable requirements, provided that the Trustee may select for redemption in accordance with methods generally used at the time of selection by fiduciaries part only Notes in similar circumstancesdenominations larger than $1,000. If any Note is In selecting Notes to be redeemed in part onlypursuant to this Section 3.2, the notice of redemption Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper so that relates to such Note shall state the portion of the principal amount thereof at Stated Maturity of each Note to be redeemedredeemed shall be $1,000 or an integral multiple thereof, by increasing, decreasing or eliminating any amount less than $1,000 which would be allocable to any Holder. A new Note in If the Notes to be redeemed are Certificated Notes, the Certificated Notes to be redeemed shall be selected by the Trustee by prorating, as nearly as may be, or by any other method which the Trustee shall determine to be fair and appropriate and which complies with any stock exchange and other applicable requirements, the principal amount equal of Certificated Notes to be redeemed among the unredeemed portion thereof will be issued Holders of Certificated Notes registered in their respective names. The Trustee in its discretion may determine the particular Notes (if there are more than one) registered in the name of the any Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder which are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemedin whole or in part. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed. Each redemption of Notes shall be pro rata as between Initial Notes and Exchange Notes.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate; provided that no Notes of selection $2,000 or less shall be redeemed in part. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice of redemption that relates to such Note shall state the portion is issued in connection with a defeasance of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta satisfaction and discharge pursuant to Article 10 hereof. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 2,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge pursuant to Article 10 hereof. Notices of redemption may not be conditional.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes or portions thereof to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in accordance a manner that complies with methods generally used applicable legal requirements); provided that no Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on Note (or appropriate adjustments to the date fixed for redemptionamount and beneficial interests in a Global Note will be made, as appropriate). On and after the redemption date, interest ceases will cease to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Issuer Company in writing of the Notes selected for redemption. The Trustee may select for redemption and, in the case of portions (equal to $2,000 or any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts integral multiples of $1,000 or whole multiples in excess thereof) of $1,000, except that if all the principal of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of that have denominations larger than $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption2,000.

Selection of Notes to Be Redeemed. If less than all of the --------------------------------- Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentappropriate. The Trustee shall promptly notify make the Issuer in writing selection not more than 60 days and not less than 15 days before the redemption date from Notes outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedthat have denominations larger than $1,000. Notes and portions of Notes selected them it selects shall be in amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and each Registrar promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less fewer than all of the outstanding Notes are to be redeemed at any timeredeemed, selection unless the procedures of Notes for redemption will be made by the Depositary provide otherwise, the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which shall select the Notes are listed to be redeemed by lot or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot basis or by such another method as the Trustee shall deem considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentappropriate. The Trustee shall promptly notify make the Issuer selection within five Business Days after it receives the notice provided for in writing of the Section 3.1 from outstanding Notes selected not previously called for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected that the Trustee selects shall be in principal amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a an integral multiple of $1,000, shall be redeemedthereof. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of the Notes to be redeemed. Notes and portions of Notes that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the second Business Day immediately preceding the Redemption Date. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed (so far as may be) to be the portion selected for redemption and the Trustee shall select additional Notes to be redeemed in the manner provided in the first paragraph of this Section 3.2 in an amount equal to the Notes that would have been redeemed but for their conversion prior to the termination of their conversion right. Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; provided that no Notes of $1,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with (or the requirements of the principal national securities exchange or trading systemRegistrar, if any, on which as applicable) shall select the Notes are listed or accepted for trading, or, if to be redeemed among the Notes are not so listed or accepted for trading, applicable Holders on a pro rata basis, basis or by lot or by such (or, in the case of Notes issued in global form based on a method that most nearly approximates a pro rata selection as the Trustee shall deem deems fair and appropriate and in accordance with methods generally used at applicable clearing system guidelines) unless otherwise required by law or applicable stock exchange or depositary requirements, provided that no Notes of £100,000 or less shall be redeemed in part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall shall, in cooperation with the Common Depositary, promptly notify the Issuer Company and the Paying Agent in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 £100,000 or whole multiples of $1,000, £1,000 to the extent above £100,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $£1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, and if so conditioned, the redemption date for such Notes may be extended by the Company pending achievement of such condition precedent. If and for so long as the Notes are listed on the Irish Stock Exchange PLC and the rules of the Irish Stock Exchange PLC so require, any such notice to the holders of the Notes shall also be released through the Company Announcements Office of the Irish Stock Exchange PLC or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange PLC (▇▇▇.▇▇▇.▇▇) and, in connection with any redemption, the Company will notify the Irish Stock Exchange PLC of any change in the principal amount of Notes outstanding.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national any securities exchange or trading system, if any, on which the Notes are listed listed. In the absence of any requirements of any securities exchange or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, selection of the Notes to be redeemed will be made by lot, on a pro rata basis, by lot basis or by such any other method as the Trustee shall deem considers fair and appropriate and in accordance with methods generally used at the time appropriate, provided that no Notes of selection by fiduciaries in similar circumstances. If any Note is to $1,000 or less will be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentpart. The Trustee shall promptly notify make the Issuer in writing of selection not more than 60 days and not less than 30 days before the redemption date from Notes selected outstanding not previously called for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereunder, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection or require unless otherwise required by fiduciaries in similar circumstanceslaw or applicable stock exchange or depositary requirements. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less in principal amount can be redeemed or purchased in part. Notes and portions of Notes selected shall will be in amounts of $1,000 2,000 or whole multiples of $1,0001,000 in excess thereof, except that if all of the Notes of a Holder are to be redeemedredeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, Holder shall be redeemedredeemed or purchased. Except as provided For purposes of this Supplemental Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the preceding sentencecase of any of the Notes redeemed or to be redeemed only in part, provisions to the portion of this Indenture that apply the principal amount thereof which has been or is to Notes called for redemption also apply to portions of Notes called for redemptionbe redeemed.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee (or Registrar if other than the Trustee) shall select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, basis to the extent practicable or by lot or by such other similar method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time procedures of selection the Depository, unless otherwise required by fiduciaries in similar circumstanceslaw or applicable stock exchange requirements. If any Note is In the event of partial redemption by lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 1.00 or whole multiples of $1,000, 1.00 in excess of $1.00; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,0001.00, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. No Notes of $1.00 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail or delivered electronically at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Selection of Notes to Be Redeemed. If less than all In the case of any partial redemption, selection of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with not more than 60 days prior to the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, redemption date on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in accordance such manner as complies with methods generally used at the time of selection by fiduciaries in similar circumstancesApplicable Procedures). If any Note is to be redeemed in part only, the notice of redemption that relates relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will shall be issued in the name of the Holder thereof upon cancellation of the original Note. At least thirty (30) days but not more than sixty (60) days before a redemption date, the Issuer shall mail or cause to be mailed by first class mail, postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed. Any such notice shall identify the Notes to be redeemed and shall state: (i) the amount of Notes of each series being redeemed; (ii) the redemption date; (iii) the redemption price, accrued interest to the redemption date and any other amount owing in respect of the Notes as of the redemption date; (iv) the name and address of a Paying Agent; (v) that, unless the redemption is pro rata, Notes called for redemption become due on must be surrendered to a Paying Agent to collect the date fixed for redemption. On redemption price, plus accrued interest and after any other amount owing in respect of the Notes as of the redemption date; (vi) if fewer than all the outstanding Notes of a series are to be redeemed, interest ceases the certificate numbers and principal amounts of the particular Notes to accrue on Notes be redeemed, or portions thereof called for redemption if any Note is to be redeemed in part only, the portion of the principal amount of the Note that is to be redeemed; (vii) that, unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the , interest on Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 (or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes portion thereof) called for redemption also apply ceases to portions accrue on and after the redemption date; (viii) the CUSIP number, ISIN or “Common Code” number, if any, printed on the Notes being redeemed; (ix) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes; and (x) the applicable provision in this Indenture or the Notes called for redemptionpursuant to which the Issuer is redeeming such Notes. At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense, provided that the Issuer shall provide the Trustee with the foregoing information not less than thirty-five (35) days before the redemption date.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate; provided that no Notes of selection by fiduciaries in similar circumstances. If any Note is to $1,000 or less shall be redeemed in part onlypart. In the event of partial redemption by lot, the particular Notes to be 37 redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice of redemption that relates to such Note shall state the portion is issued in connection with a defeasance of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta satisfaction pursuant to Article 10 hereof. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and pursuant to Article 10 hereof. Notices of redemption may not be conditional.

Selection of Notes to Be Redeemed. If less than all of the outstanding Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee Company, the Trustee, on behalf of the Company, shall select the outstanding Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradingon such an exchange the Trustee, on behalf of the Company, shall select the outstanding Notes to be redeemed on a pro rata basis, by lot or by such any other method as that the Trustee deems fair and appropriate; provided, that a redemption pursuant to the provisions relating to Public Equity Offerings will be on a pro rata basis. Notes redeemed in part shall only be redeemed in integral multiples of $1,000. If the Company elects to mail notice of a redemption to Holders, the Trustee shall deem fair and appropriate and in accordance with methods generally used at least five days prior to the time date notice of selection by fiduciaries in similar circumstances. If any Note redemption is to be redeemed in part onlymailed, (i) select, on behalf of the Company, the notice of redemption that relates Notes to such Note shall state be redeemed from Notes outstanding not previously called for redemption, and (ii) notify the portion Company of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name names of the each Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof of Notes held by each such Holder and the principal amount of such Holder's Notes that are to 35 -28- be redeemed. The Trustee shall select for redemption Notes and or portions of Notes selected shall be in principal amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. The Company shall notify the Trustee of its acceptance for payment of the Notes selected for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of the Notes for redemption to be redeemed will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemapplicable to it, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so then listed or accepted for tradingon a national securities exchange, on a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of a Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, or on as nearly a pro rata basis as is practicable (subject to applicable procedures of the Depository), unless such method as is otherwise prohibited. The Company shall promptly notify the Trustee shall deem fair and appropriate and the Paying Agent in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion writing of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in date of listing and the name of the Holder thereof upon cancellation of securities exchange if and when the original Note. Notes called for redemption become due are listed on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta principal national securities exchange. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer Company and the Paying Agent in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions (equal to $1,000 or whole multiples any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance on a pro rata basis or by lot or by method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as and that the Trustee shall deem considers fair and appropriate and in accordance appropriate, provided that no Notes with methods generally used at the time Accreted Value with Original Issue Price of selection by fiduciaries in similar circumstances. If any Note is to less than $100 shall be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentpart. The Trustee shall promptly notify make the Issuer in writing of selection not more than 60 days and not less than 30 days before the redemption date from Notes selected outstanding not previously called for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of Accreted Value with $1,000 100 of Original Issue Price or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemedthereof. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereunder, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the particular Notes to be redeemed from the Outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, basis or by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time of selection by fiduciaries in similar circumstancesTrustee considers fair and appropriate. If any Note is to be redeemed in part only, the notice of The Trustee may select for redemption that relates to such Note shall state the portion portions of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedthat have denominations larger than $1,000. Notes and portions of Notes selected thereof that the Trustee selects shall be in principal amounts of $1,000 or whole in integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed. The Trustee shall promptly notify the Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. If any Note selected for partial redemption is converted or elected to be purchased in part before termination of the conversion right or Purchase Right with respect to the portion of the Note so selected, the converted or purchased portion of such Note shall be deemed to be the portion selected for redemption; provided, however, that the Holder of such Note so converted or purchased and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion or purchase of such Note subject to Section 2.1(e). Notes which have been converted or purchased during a selection of Notes to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance with shall select the requirements Notes to be redeemed among the Holders of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basisrata, by lot or by such in accordance with a method as which the Trustee shall deem considers to be fair and appropriate (and in accordance such manner as complies with methods generally used at applicable legal and stock exchange requirements, if any). In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes them selected shall be in face amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. In the event the Issuers are required to make an Asset Sale Offer pursuant to Section 3.9 and Section 4.16 or an Excess Harvest Offer pursuant to Section 3.9 and Section 4.17, and the amount of the Net Proceeds from the Asset Sale or Excess Harvest is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds or Excess Harvest Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee shall select the Notes for redemption will be made by as follows: (a) if the Trustee Notes are listed on any national securities exchange or automated quotation system, in compliance with the requirements of the principal such national securities exchange or trading automated quotation system, if any, on which the Notes are listed or accepted for trading, ; or, (b) if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. No Notes of €1,000 principal amount or less shall be redeemed in accordance with methods generally used part; provided that no Notes will be redeemed in part if the resulting Note would have a minimum denomination that is less than €50,000. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on unless the Company defaults in the payment of the redemption price, Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentshall cease to accrue interest. The Trustee shall promptly notify the Issuer in writing of the Company may also acquire Notes selected for redemption andby means other than a redemption, whether by tender offer, open market purchase, negotiated transaction or otherwise, in the case of any Note selected for partial redemptionaccordance with applicable securities laws, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be so long as such acquisition is in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of accordance with this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionIndenture.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. In the event of a partial redemption pursuant to Section 3.07(a) hereof, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless that method is otherwise prohibited. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 45 nor more than 75 days prior to the redemption date by the Trustee (unless a shorter time period shall be satisfactory to the Trustee) from the outstanding Notes not previously called for redemption. No Notes of $1,000 or less shall be redeemed in accordance with methods generally used part; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes them called for redemption.

Selection of Notes to Be Redeemed. If less than all (a) In the case of the Notes are a partial redemption pursuant to be redeemed at any timeSection 3.07, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basisrata, by lot or by such other method as the Trustee shall deem fair and deems appropriate and fair. For so long as the Notes are held by DTC (or another Depositary), the redemption of the Notes shall be done in accordance with methods generally used at the time policies and procedures of selection the Depositary. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date from the name of the Holder thereof upon cancellation of the original Note. then outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. . (b) The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or 2,000 and whole multiples of $1,0001,000 in excess thereof; no Notes of $2,000 or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemedredeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,0001,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (c) After the redemption date, upon surrender of a Note to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption).

Selection of Notes to Be Redeemed. If less than all In the case of the Notes are to be redeemed at any timepartial redemption, selection of the Notes for redemption will be made by the Trustee in compliance accordance with the requirements procedures of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, DTC or, if the Notes are not so listed or accepted for tradingthen on deposit with DTC, on a pro rata basis, the Trustee will select the Notes to be redeemed by lot or by such other method as the Trustee shall deem fair and appropriate appropriate; provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them that the Trustee selects shall be in accordance with methods generally used at principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the time Company as soon as practicable of selection by fiduciaries in similar circumstancesthe Notes or portions of Notes to be redeemed. If any After the redemption date, upon surrender of the Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A a new Note or Notes in principal amount equal to the unredeemed portion thereof will of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder thereof of the Notes upon cancellation of the original NoteNote (or appropriate book entries shall be made to reflect such partial redemption). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the Notes or portions thereof called for redemption redemption, unless the Issuer Company defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing delivery of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptionamount.

Selection of Notes to Be Redeemed. If less than all a]] of the Notes are to be purchased in an Asset Sale Offer or redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be purchased- or redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata A PRO RATA basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate. In the event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after In the redemption dateevent that less than all of the Notes properly tendered in an Asset Sale Offer are to be purchased, interest ceases the particular Notes to accrue on Notes or portions thereof called for redemption unless be purchased shall be selected promptly upon the Issuer defaults in making expiration of such redemption paymentAsset Sale Offer. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial purchase or redemption, the principal amount thereof to be purchased or redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be purchased or redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be purchased or redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. In the event the Company is required to make an Asset Sale Offer pursuant to Sections 3.09 and 4.10 hereof and the amount of Excess Proceeds to be applied to such purchase would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee as follows: (1) in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, listed; or, (2) if the Notes are not so listed or accepted for tradingon any national securities exchange, on a pro rata basis, by lot or basis (except that any Notes issued in global form will be selected by such method as DTC, or its nominee or successor, may require). No Note of $2,000 in principal amount or less shall be redeemed in part. Except as otherwise provided herein, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Trustee shall deem fair and appropriate and redemption date to the registered address of each Holder of Notes to be redeemed, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in accordance connection with methods generally used at the time of selection by fiduciaries in similar circumstancesSection 8.01. If any Note is to be redeemed in part onlypart, the notice of redemption that relates relating to such Note shall will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original NoteNote (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate); provided that the principal amount of any Note will be $2,000 or an integral multiple of $1,000 in excess thereof. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases shall cease to accrue on Notes or portions thereof of them called for redemption unless so long as the Issuer defaults Company has deposited with the Trustee or Paying Agent for the Notes funds in making such satisfaction of the redemption paymentprice (including accrued and unpaid interest on the Notes to be redeemed) pursuant to this Indenture. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption. The Trustee may select for redemption and, portions (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of the case principal amount of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of that has a denomination larger than $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption2,000.

Selection of Notes to Be Redeemed. If less than all of the a series of Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot basis to the extent practicable or by such other method as is customary with the procedures of DTC, Euroclear or Clearstream (as applicable), including the application of a “pool factor” to the nominal amount of each Notes, unless otherwise required by law or applicable stock exchange requirements. The Trustee shall deem fair and appropriate and not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Dollar Note of selection by fiduciaries $200,000 in similar circumstancesaggregate principal amount or less shall be redeemed in part and only Dollar Notes in integral multiples of $1,000 will be redeemed and no Euro Note of €100,000 in aggregate principal amount or less shall be redeemed in part and only Euro Notes in integral multiples of €1,000 will be redeemed. Notices of purchase or redemption shall be given to each Holder pursuant to Sections 3.03 and 12.01. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify In relation to Definitive Registered Notes, a new Note in principal amount equal to the Issuer in writing of the Notes selected for redemption and, in the case unpurchased or unredeemed portion of any Note selected for partial redemption, purchased or redeemed in part will be issued in the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called or portions thereof tendered for redemption also apply to portions of Notes purchase or called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate, subject to the Applicable Procedures; provided that no Notes of $2,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 2,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest and Additional Interest, if any, shall cease to accrue on the principal amount of the Notes or portions thereof called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the such Notes are listed or accepted for trading, or, if the such Notes are not so then listed or accepted for tradingon a national securities exchange, on a pro rata basis, by lot or in such other fair and reasonable manner chosen at the discretion of the Trustee; provided, however, that if a partial redemption is made with the proceeds of a Public Equity Offering, selection of the Notes or portion thereof for redemption shall be made by the Trustee only on a pro rata basis, unless such method as is otherwise prohibited. Not less than 30 days nor more than 60 days prior to the Redemption Date, the Trustee shall deem fair make the selection from the Notes outstanding and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts denominations of $1,000 or whole multiples of $1,000, less may be redeemed only in whole; except that if all of the Notes of a the Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, 1,000 shall be redeemed. Except as provided Unless the Company defaults in making the preceding sentenceredemption payment, provisions interest on Notes or portions thereof called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price plus accrued interest, if any, upon surrender to the Paying Agent of the Notes redeemed. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with shall select the requirements Notes to be redeemed among the Holders of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate. In the event of selection partial redemption by fiduciaries in similar circumstanceslot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed (so far as may be) to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed selected for redemption. On and after Notes which have been converted during a selection of Notes to be redeemed may be treated by the redemption date, interest ceases to accrue on Notes or portions thereof called Trustee as outstanding for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount Original Principal Amount thereof to be redeemed. The Original Principal Amount of Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount Original Principal Amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time Trustee considers fair and appropriate; provided that no Notes of selection $1,000 or less shall be redeemed in part. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice of redemption that relates to such Note shall state the portion is issued in connection with a defeasance of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymenta satisfaction and discharge pursuant to Article 10 hereof. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge pursuant to Article 10 hereof. Notices of redemption may not be conditional.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Notes for redemption to be redeemed will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, selected on a pro rata basis, pass-through distribution basis to the extent practicable or by lot or such other similar method in accordance with the Applicable Procedures, unless otherwise required by such method law or applicable stock exchange requirements (so long as the Trustee has actual knowledge of such listing). The Trustee shall deem fair and appropriate and not be liable for any selections made in accordance with methods generally used at this paragraph. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to the Notes called for redemption also apply to portions of Notes called for redemption. No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or delivered electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. In the case of certificated Notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes being redeemed are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradingon a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance equitable; provided, however, that if a partial redemption is made with methods generally used at the time Net Proceeds of a Public Equity Offering or Strategic Equity Investment, selection by fiduciaries in similar circumstancesof Notes for redemption shall be made on a pro rata basis unless such method is otherwise prohibited. If In any Note is to be redeemed in part onlyproration, the notice of redemption Trustee shall make such adjustments, reallocations and eliminations as it shall deem proper to the end that relates to such Note shall state the portion of the principal amount thereof to of each Note so prorated shall be redeemed. A new Note in principal amount equal to an authorized denomination, by increasing or decreasing or eliminating the unredeemed portion thereof will amount which would be issued in allocable to any Note on the name basis of exact proportion by an amount not exceeding $1,000. The Trustee shall make the Holder thereof upon cancellation of selection from the original Note. Notes outstanding and not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the such Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal amount of Notes that have denominations equal to or larger than $1,000 principal amount. Notes and portions of Notes selected thereof that the Trustee selects shall be in amounts of $1,000 principal amount or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemedthereof. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in accordance a manner that complies with methods generally used applicable legal requirements); provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries Notes to be redeemed at its registered address, except that redemption notice may be mailed more than 60 days prior to a redemption date if the notice is issued in similar circumstancesconnection with Section 8.2 or 8.8 under this Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on Note (or appropriate adjustments to the date fixed for redemptionamount and beneficial interests in a Global Note will be made, as appropriate). On and after the redemption date, interest ceases will cease to accrue on Notes or portions thereof of the Notes called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption as long as the Issuer or the Co-Issuer has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to this Indenture and shall promptly notify the Issuer Issuers in writing of the Notes selected for redemption. The Trustee may select for redemption and, in the case of portions (equal to $1,000 or any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts integral multiples of $1,000 or whole multiples thereof) of $1,000, except that if all the principal of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of that have denominations larger than $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in accordance a manner that complies with methods generally used applicable legal requirements); provided that no Notes of $100 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer AirGate in writing of the Notes selected for redemption. The Trustee may select for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof portions (equal to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples any integral multiple thereof) of $1,000, except that if all the principal of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of that have denominations larger than $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption100.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed on a national securities exchange or accepted for tradingif no such requirements exist, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate; PROVIDED, HOWEVER, that any Notes with a principal amount of $1,000 or less shall not be redeemed or purchased in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the unredeemed portion thereof will be issued in Redemption Date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes them selected shall be in amounts of $1,000 or whole integral multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes Notes, held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.. In the event the Company is required to make an offer to redeem Notes pursuant to Section 4.15 hereof and the amount of the Net Available Proceeds from the Asset Disposition are not evenly divisible by $1,000, the Trustee shall hold the remaining portion of such Net Available Proceeds that are not so divisible until such amount, together with the Net Available Proceeds from any subsequent Asset Disposition, may be applied to make an offer to redeem Notes pursuant to Section 4.15. SECTION

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided that no part of a Note that is less than $1,000 or a whole multiple thereof may be redeemed. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults in making such redemption paymentredemption. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, ; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the Notes to be redeemed by a method that complies with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such other method as the Trustee shall deem considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption paymentappropriate. The Trustee shall promptly notify make the Issuer in writing selection not more than 60 days and not less than 30 days before the redemption date from Notes outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedthat have denominations larger than $1,000. Notes and portions of Notes selected them it selects shall be in principal amounts of $1,000 or whole integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as may be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted in whole or in part before the mailing of the notice of redemption. Upon any redemption of less than all the Notes, the Company and the Trustee may treat as outstanding any Notes surrendered for conversion during the period 15 days next preceding the mailing of a notice of redemption and need not treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Selection of Notes to Be Redeemed. If less fewer than all of --------------------------------- the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the particular Notes to be redeemed from the outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, basis or by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method of Trustee considers fair and appropriate. Notes and portions thereof that the time of selection by fiduciaries Trustee selects shall be in similar circumstancesprincipal amounts equal to $1,000 or any whole multiple thereof. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of selected for redemption (provided, however, that the Holder thereof of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon cancellation conversion of the original such Note). Notes called which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in accordance a manner that complies with methods generally used at the time applicable legal requirements); provided that no Notes of selection by fiduciaries in similar circumstances. If any Note is to $2,000 or less shall be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemptionpart. On and after the redemption date, interest ceases shall cease to accrue on Notes or portions thereof of them called for redemption. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption unless and shall promptly notify the Issuer defaults Issuers in making such writing of the Notes selected for redemption. The Trustee may select for redemption paymentportions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000. The Trustee shall promptly notify the Issuer Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 2,000 or whole multiples of $1,0001,000 in excess thereof; no Notes of less than $2,000 can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, 1,000 shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by as follows: (a) if the Trustee Notes are listed for trading on a national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, so listed; or, (b) if the Notes are not so listed or accepted for tradingthere are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate. No Notes of $1,000 or less shall be redeemed in accordance with methods generally used part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the time redemption date to each Holder of selection by fiduciaries in similar circumstancesNotes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases and Additional Interest, if applicable, cease to accrue on Notes or portions thereof of them called for redemption unless the Issuer defaults Issuers default in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the a series of Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot basis to the extent practicable or by such other method as is customary with the procedures of Euroclear or Clearstream (as applicable), including the application of a “pool factor” to the nominal amount of each Notes, unless otherwise required by law or applicable stock exchange requirements. The Trustee shall deem fair and appropriate and not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Note of selection by fiduciaries €100,000 in similar circumstancesaggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of €1,000 will be redeemed. 01. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 In relation to Definitive Registered Notes, a new Note in principal amount equal to the Issuer in writing of the Notes selected for redemption and, in the case unpurchased or unredeemed portion of any Note selected for partial redemption, purchased or redeemed in part will be issued in the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called or portions thereof tendered for redemption also apply to portions of Notes purchase or called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any time, selection of the Notes for redemption will be made selected by a method that complies with the requirements, as certified to the Trustee by the Trustee in compliance with the requirements Issuers, of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradingat such time, and in compliance with the requirements of the relevant clearing system or, if the Notes are not so listed or accepted for trading, on a pro rata basissecurities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot or by lot; provided, however, that no such method as the Trustee partial redemption shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state reduce the portion of the principal amount thereof of a Note not redeemed to be redeemedless than €100,000. A new Note The Trustee or the Registrar shall make the selection from the Notes outstanding and not previously called for redemption. The Trustee or the Registrar may select for redemption portions equal to €1,000 in principal amount equal to the unredeemed portion thereof will be issued and any integral multiple thereof; provided that no Notes of €100,000 in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to or less may be redeemedredeemed in part. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.. The Trustee or the Registrar, as applicable, shall notify the Issuers promptly in writing of the Notes or portions of Notes to be called for redemption. Neither the Trustee nor the Registrar shall be liable for any selections made in accordance with the provisions of this Section 3.03. Any redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such redemption or 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. ​ ​

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot to the extent practicable or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time Applicable Procedures of selection the Depositary; provided that no Notes of $2,000 or less shall be redeemed in part. In the event of partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 10 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after In the redemption datecase of Definitive Notes, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall will promptly notify the Issuer Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued (or book-entry notation made) in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest shall cease to accrue on the principal amount of the Notes or portions thereof called for redemption and for which funds have been set aside for payment. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection the Trustee[, in accordance with the rules of the Depositary,] shall select Notes for redemption will be made by as follows: (1) if the Trustee Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed listed; or accepted for trading, or, (2) if the Notes are not so listed or accepted for tradingon any national securities exchange, on a pro rata basisbasis (or in the case of Notes in global form, by lot or by such method as the Trustee will select notes for redemption based on the method of The Depository Trust Company (“DTC”) that most nearly approximates a pro rata selection). No Notes of $2,000 or less can be redeemed in part. Notices of optional redemption shall deem fair be mailed by first class mail (or, in the case of Notes in global form, pursuant to the applicable procedures of the DTC) at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that optional redemption notices may be mailed or sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and appropriate and discharge of this Indenture. Notices of redemption may not be conditional, except that any redemption described in accordance with methods generally used at the time of selection by fiduciaries in similar circumstancesSection 3.07(b). If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof of the original Note upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption, unless the Company defaults in making the redemption payment. [The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized denomination.]

Selection of Notes to Be Redeemed. (a) If less than all of the Notes are to be redeemed at any time, selection of the Issuer shall select the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed and in compliance with the requirements of DTC, or accepted for trading, or, if the Notes are not so listed or accepted for tradingsuch exchange prescribes no method of selection and the Notes are not held through DTC or DTC prescribes no method of selection, the Trustee will select by lot or on a pro rata basis, by lot subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption; provided, however, that no Note of $2,000 in aggregate principal amount or by such method as the Trustee less shall deem fair and appropriate and be redeemed in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. part. (b) If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall state the portion of the principal amount thereof to be redeemed. A new , in which case a portion of the original Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Issuer defaults in the payment of the redemption price, interest ceases to accrue on the Notes or portions thereof called for redemption unless on the Issuer defaults in making such applicable redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemptiondate.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will shall be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradinglisted, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and appropriate, subject to the Applicable Procedures; provided that no Notes of $2,000 or less shall be redeemed in accordance with methods generally used at part. In the time event of selection partial redemption by fiduciaries in similar circumstances. If any Note is lot, the particular Notes to be redeemed in part onlyshall be selected, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal unless otherwise provided herein, not less than 30 nor more than 60 days prior to the unredeemed portion thereof will be issued in redemption date by the name of Trustee from the Holder thereof upon cancellation of the original Note. outstanding Notes not previously called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 2,000 or whole multiples of $1,000, 1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the Issuers default in the payment of the redemption price, interest and Additional Interest, if any, shall cease to accrue on the principal amount of the Notes or portions thereof called for redemption. Except as provided in the preceding sentencethis Section 3.02, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the Notes to be redeemed from the outstanding Notes by a method that complies with the requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, basis or by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method the time of selection by fiduciaries in similar circumstances. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On Trustee considers fair and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemedappropriate. Notes and portions of Notes selected thereof that the Trustee selects shall be in amounts of $1,000 or whole multiples of $1,000, except that if all of equal to the minimum authorized denomination for Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a redeemed or any integral multiple of $1,000, shall be redeemedthereof. Except as provided in the preceding sentence, provisions Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly in writing of the Notes or portions of Notes to be called for redemption. If any Note selected for partial redemption is thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed (so far as may be), solely for purposes of determining the aggregate Principal Amount of Notes to be redeemed by the Company, to be the portion selected for redemption. Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 3.01(b) shall affect the right of any Holder to convert any Note pursuant to Sections 3.06, 3.07 and 3.08 before the termination of the conversion right with respect thereto.

Selection of Notes to Be Redeemed. If less than all of the a series of Notes are to be redeemed at any time, selection of the Trustee will select Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange or trading system, if any, on which the Notes are listed or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot basis to the extent practicable or by such other method as is customary with the procedures of DTC, including the application of a “pool factor” to the nominal amount of each Notes, unless otherwise required by law or applicable stock exchange requirements. The Trustee shall deem fair and appropriate and not be liable for selections made by it in accordance with methods generally used at the time this Section 3.02. No Note of selection by fiduciaries $200,000 in similar circumstancesaggregate principal amount or less shall be redeemed in part and only Notes in integral multiples of $1,000 will be redeemed. 01. If any Note is to be redeemed in part only, the notice of redemption that relates to such that Note shall will state the portion of the principal amount thereof of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof of Notes called for redemption unless the Issuer defaults in making such redemption payment. The Trustee shall promptly notify In relation to Definitive Registered Notes, a new Note in principal amount equal to the Issuer in writing of the Notes selected for redemption and, in the case unpurchased or unredeemed portion of any Note selected for partial redemption, purchased or redeemed in part will be issued in the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000, except that if all name of the Holder thereof upon cancellation of the original Note. On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called or portions thereof tendered for redemption also apply to portions of Notes purchase or called for redemption.

Selection of Notes to Be Redeemed. If less fewer than all of the Notes are to be redeemed at any timeredeemed, selection of Notes for redemption will be made by the Trustee in compliance shall select the particular Notes to be redeemed from the outstanding Notes by a method that complies with the -26- requirements of the principal national securities any exchange or trading system, if any, on which the Notes are listed or accepted for tradinglisted, or, if the Notes are not so listed or accepted for tradingon an exchange, on a pro rata basis, basis or by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at any other method of Trustee considers appropriate. Notes and portions thereof that the time of selection by fiduciaries Trustee selects shall be in similar circumstancesprincipal amounts equal to $1,000 or any whole multiple thereof. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of selected for redemption; provided, however, that the Holder thereof of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon cancellation conversion of the original such Note. Notes called that have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults in making purpose of such redemption paymentselection. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes selected shall relate, in the case of any Notes redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the principal amount of such Notes of a Holder are which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed, the particular Notes or portions thereof to be redeemed at any time, selection of shall be selected from the outstanding Notes not previously called for redemption will be made either (x) pro rata, by lot or by such other method as the Trustee considers to be fair and appropriate or (y) in compliance such manner as complies with the requirements of the principal national securities exchange or trading systemexchange, if any, on which the Notes being redeemed are listed listed. The amounts to be redeemed shall be equal to $1,000 or accepted for trading, or, if the Notes are not so listed or accepted for trading, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstancesany integral multiple thereof. If any Note selected for partial redemption is to be redeemed converted in part only, before termination of the notice of redemption that relates conversion right with respect to such Note shall state the portion of the principal amount thereof Note so selected, the converted portion of such Note shall be deemed (so far as may be) to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed selected for redemption. On and after Notes which have been converted during a selection of Notes to be redeemed shall be treated by the redemption dateTrustee as outstanding for the purpose of such selection. In any case where more than one Note is registered in the same name, interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuer defaults Trustee in making such redemption paymentits discretion may treat the aggregate principal amount so registered as if it were represented by one Note. The Trustee shall promptly notify the Issuer Company and the Registrar in writing of the Notes selected for redemption and, in the case of any Note Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes selected shall relate, in the case of any Note redeemed or to be redeemed only in amounts of $1,000 or whole multiples of $1,000part, except that if all to the portion of the Notes principal amount of a Holder are such Note which has been or is to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.