Common use of Call Right Clause in Contracts

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. The Purchaser shall have, during the Exercise Period (aas defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) The holder shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition Number of Seller’s Shares as to which there is a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereofCondition 1 30% Condition 2 30% Condition 3 30% Condition 4 10% However, in accordance with case that the Call Terms, upon Company achieves not less than 35 days' (2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or such shorter period acceptable his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 40% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Trustee or specified Purchaser even if the Company achieves not less than2 million US Dollar in after-tax profits, as determined under US GAAP, for the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) Seller violates any provisions of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Rightthis Agreement, the Trustee Purchaser shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the receive an irrevocable Call Right ceases to accrue on any and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of the such Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate. (h) Notwithstanding anything to the contrary in these Standard Terms or any Supplement, a Series or Class will be subject to a Call Right of the Underlying Securities Issuer if the Underlying Securities Issuer gives notice of a Tax Event or an Optional Redemption, regardless of whether such Series or Class is also designated a Callable Series in the applicable Supplement, and in the case of a Tax Event or an Optional Redemption the required notice of the Call Right shall be the lesser of the time set forth in Section 4.08(b) and the time set forth in the notice provisions relating to such Tax Event or Optional Redemption, respectively, in the Underlying Securities Indenture, as specified in the related Supplement.

Call Right. (a) The holder Subject to the provisions of a Call Right Section 7, this Warrant may purchase Certificates of a given Series or Class from the Holders thereof be redeemed prior to maturity if the applicable Supplement designates such Series or Class as a Callable SeriesExpiration Date, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereofCompany, in accordance with the Call Termsat a price of $0.001 per share of Warrant Stock (“Redemption Price”), upon not less than 35 days' 10 Trading Days’ prior written notice (or such shorter period acceptable “Redemption Period”) to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) Holder notifying Holder of the Certificates Company’s intent to be purchased exercise such right and shall reference setting forth a time and date for such redemption (the Call Price and the Call “Redemption Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail”); such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that no redemption under this Section 4.08(c6 may occur unless (i) shall not apply the Company’s Common Stock has had a per share closing sales price of at least 200% of the Warrant Price for each of the sixty (60) consecutive Trading Days immediately prior to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once the issuance of such notice (ii) in excess of 200,000 shares of the Company’s Common Stock has traded for each of the sixty (60) consecutive Trading Days immediately prior to such notice (iii) at the date of the redemption notice and during the entire Redemption Period, there is mailed an effective registration statement covering the resale of the Warrant Stock or the Warrant Shares issued in a cashless exercise may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock. This Warrant may be thereafter exercised by the Holder, for cash or on a cashless basis, at any time after notice of redemption has been given by the Company and prior to the Holderstime and date fixed for redemption, and the Certificates called other provisions of this Warrant shall remain in full force and effect through and including the redemption date.. This Warrant may be exercised by the Holder, for purchase become due cash or on a cashless basis, at any time after notice of redemption has been given by the Company through the time and payable on date fixed for redemption, and the Call Date other provisions of this Warrant shall remain in full force and at effect through and including the Call PriceRedemption Date. Upon surrender of any Certificates to After the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Redemption Date, the holder Holder shall have no further rights except to receive, upon surrender of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided abovethis Warrant, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Redemption Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder At any time after the eighth anniversary of a the Closing Date, the Company shall have the right (the “Call Right may Option”) exercisable by giving written notice to the Unilever Stockholder (the “Call Notice”) to purchase Certificates of a given Series or Class from the Holders thereof prior Unilever Stockholder, at a price equal to maturity if the applicable Supplement designates Put Price, at least 50% of the Unilever Shares then beneficially owned by the Unilever Group Members (the “Call Shares”) and at least 50% of the aggregate Accreted Value of all the Notes then beneficially owned by the Unilever Group Members (the “Call Notes” and, together with the Call Shares, the “Call Securities”); provided, however, that no Call Notice shall be effective unless it is given during the Notice Period; provided, further, that the relative percentages of such Series or Class Unilever Shares represented by such Call Shares and of such aggregate Accreted Value represented by such Call Notes (measuring the Call Notes on the basis of their Accreted Value), respectively, shall be as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemptionnear to equal as possible. The Call Terms shall Option may be set forth exercised, in whole or in part, and from time to time more than once. Notwithstanding the applicable Supplement foregoing, if the Company exercises its Call Option with respect to less than 100% of the Unilever Shares and shall includeNotes, without limitationin each case then beneficially owned by the Unilever Group Members, the following: (ix) the initial holder Unilever Stockholder may designate, by written notice to the Company given within five Business Days of receipt by the Unilever Stockholder of the Call Right; (ii) Notice, whether the Certificate Principal Balance Call Securities (A) comprise the Call Shares and Call Notes specified in the Call Notice, or Notional Amount (B) comprise solely Call Shares with an aggregate Share Price, subject to clause (z) below, equal to the aggregate Put Price of each Certificate being purchased the Call Shares and Call Notes specified in the Call Notice, (y) the Unilever Stockholder may elect, by written notice to the Company given on or prior to the applicable Call Closing Date, to fix the aggregate Share Price for the Remaining Unilever Shares as of such Call Closing Date, and (z) the Unilever Stockholder shall not be required to sell Call Shares pursuant to this Section 8.5 to the extent that, as a result of such sale, the Unilever Stockholder’s Ownership Interest would be reduced below 10% without its consent; provided, however, that if the Call Right must Securities, as designated by the Unilever Stockholder, include Call Shares and Call Notes, the Company shall not be an Authorized Denomination; (iii) required to purchase such Shares and Notes in relative amounts other than as described in last proviso to the Call Date or Dates; and (iv) the Call Pricefirst sentence of this Section 8.5. (b) A Call Right may be exercised at the option of the holder thereofThe Company may, in accordance with the its sole discretion, elect to terminate a Call Terms, upon not less than 35 days' (or such shorter period acceptable Notice and any obligation it may have to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed purchase Call Securities pursuant to the Trustee at the Corporate Trust Office. Such this Agreement by written notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased Unilever Stockholder and shall reference the not be liable for failing to purchase Call Price and the Call Date. On Securities on or prior to the second Business Day following receipt of such notice from Call Closing Date, and, if the holder of Company does not terminate a Call Notice but fails, for any reason, to consummate the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (Option on or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant prior to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased Closing Date determined in accordance with the requirements of the principal national securities exchange Section 8.6, then such Call Notice will be deemed to have been terminated on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, date; provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such the Unilever Stockholder may elect, by written notice is mailed to the HoldersCompany given no later than ten Business Days after the date on which the Applicable EBITDA shall have been determined pursuant to Sections 8.9 and 8.10, to fix the Certificates called aggregate Share Price for purchase become due and payable on the Call Date and Remaining Unilever Shares, at the Call Price. Upon surrender of any Certificates an amount equal to the Paying Agent, the Holders Fair Market Value of such Certificates shall be paid Shares based upon a deemed Base Value of eight times the Call Price. Notice of purchase shall be deemed to be given when mailedApplicable EBITDA, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder as of the Call Right to be exercised shall deposit Closing Date determined in accordance with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that dateSection 8.6. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to a Holder, such Holder shall not be entitled to any right as a Holder other than the Holders, right to receive payment of the Certificates called for purchase become due and payable Call Price on the Call Date and at the Certificates subject to the Call PriceRight shall be deemed to have been automatically surrendered to the Trust for further transfer to the holder exercising its Call Right. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered CertificateCertificate not purchased. (h) Notwithstanding anything to the contrary in these Standard Terms or any Supplement, a Series or Class will be subject to a Call Right of the Underlying Securities Issuer if the Underlying Securities Issuer gives notice of a Tax Event or an Optional Redemption, regardless of whether such Series or Class is also designated a Callable Series in the applicable Supplement, and in the case of a Tax Event or an Optional Redemption the required notice of the Call Right shall be the lesser of the time set forth in Section 4.08(b) and the time set forth in the notice provisions relating to such Tax Event or Optional Redemption, respectively, in the Underlying Securities Indenture, as specified in the related Supplement.

Call Right. (a) Subject to Section 8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the "CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The holder Call Right shall be exercised pursuant to a Call Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right may purchase Certificates of a given Series the General Partner pursuant to this Section 8.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or Class REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Holders thereof prior to maturity if Call Right and the applicable Supplement designates such Series or Class as a Callable Series, or Call Right shall lapse upon the occurrence of a Tax Liquidating Event or an Optional Redemption. The Call Terms unless and until the Partners shall be set forth in continue the applicable Supplement and shall include, without limitation, business of the following:Partnership under Section 7.03 hereof. (i) Within 30 days after the initial holder delivery of the Call Right;Notice by the General Partner to a Limited Partner under this Section 8.06, the General Partner (subject to the limitations set forth in Section 8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) whether In the Certificate Principal Balance event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit Certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or Notional Amount interest of each Certificate being purchased pursuant any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner's Partnership Units which are subject to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.06(a) and 8.06(b) above, the Trustee General Partner shall select not be entitled to exercise the Certificates Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.03 hereof; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be purchased in accordance with prohibited under the requirements Articles of Incorporation, (B) would adversely affect the ability of the principal national securities exchange on which General Partner to continue to qualify as a REIT or subject the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot General Partner to any additional taxes under Section 857 or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing Section 4981 of the Certificates Code, or portions of the Certificates to (C) would be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event prohibited under applicable federal or an Optional Redemptionstate securities laws or regulations. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due Each Limited Partner covenants and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit agrees with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on General Partner that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate all Partnership Units delivered in connection with the Call RightRight shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner's Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Certificate Limited Partner shall be paid assume and redeemed by the holder of the Call Right at the Call Pricepay such transfer tax. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Subject to the provisions of this Section 11, if after the Effective Date the Volume Weighted Average Price of the Company's Common Stock on the New York Stock Exchange is equal to or above $10.50 per share (as adjusted for any stock splits, stock combinations, stock dividends and other similar events) (the "THRESHOLD PRICE") for each of thirty (30) consecutive Trading Days, then the Company shall have the right, but not the obligation (the "CALL RIGHT"), on thirty (30) days prior written notice to the Holder, to require the Holder to exercise any unexercised portion of this Unit Warrant for which an Exercise Notice has not yet been delivered (the "CALL AMOUNT") and as to which exercise is permitted pursuant to Section 4(a) above. (b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a "CALL NOTICE"), indicating the Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionAmount. The date that the Company delivers the Call Terms Notice to the Holder shall be referred to as the "CALL DATE." Within thirty (30) days of receipt of the Call Notice, and provided that the Holder is permitted to exercise this Unit Warrant pursuant to Section 4(a) above, the Holder shall exercise this Warrant in whole or in part in accordance with Section 4(b) above. Any unexercised portion of this Unit Warrant to which the Call Notice does not pertain (the "REMAINING PORTION") will be unaffected by such Call Notice. (c) Notwithstanding anything to the contrary set forth in the applicable Supplement and shall include, without limitationthis Unit Warrant, the following:Company may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the thirty (30) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the date on which the Holder exercises the Call Amount (the "CALL PERIOD") (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, Company shall have honored in accordance with the Call Terms, upon not less than 35 days' terms of this Unit Warrant any Exercise Notice delivered by 6:30 p.m. (or such shorter period acceptable to the Trustee or specified in the applicable SupplementNew York City time) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, (ii) the holder of Registration Statement shall be effective as to all Underlying Shares and the prospectus thereunder available for use by the Holder for the resale all such Underlying Shares, and (iii) the Closing Price on each Trading Day during the Call Right to be exercised shall deposit with Period is greater than the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Threshold Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from 7.5.1 Subject to the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be limitations set forth in Section 7.5.2, Purchaser Sub will have the applicable Supplement and shall includeoverriding right (the “Call Right”), without limitation, notwithstanding the following: (i) the initial holder right of the Partnership to redeem the Public Units pursuant to Section 7.4 hereof, to purchase (on the Effective Date) Public Units in respect of which an election, or deemed election, including as a result of proration, has been made to receive the BAM Share Consideration and/or the New Preferred Unit Consideration in accordance with the Plan of Arrangement on payment by the Purchaser Sub of the BAM Share Consideration and/or the New Preferred Unit Consideration, as applicable, for each such Public Unit. In the event of the exercise by Purchaser Sub of its Call Right; (ii) whether , each Public Unitholder will be obligated to sell all the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant Public Units which are subject to the Call Right must be an Authorized Denomination; (iii) held by such Public Unitholder to Purchaser Sub on the Call Effective Date on payment by, or Dates; and (iv) on behalf of Purchaser Sub, to such Public Unitholder of the Call PriceBAM Share Consideration and/or New Preferred Unit Share Consideration, as applicable, for each such Public Unit. (b) A 7.5.2 Purchaser Sub must provide notice of its intention to exercise its Call Right may be exercised at on or before 3:01 a.m. (Toronto time) on the option of the holder thereof, Effective Date. If Purchaser Sub duly exercises its Call Right in accordance with this Section 7.5, the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) right of the Certificates Partnership to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant redeem those Public Units which are subject to the Call Right ceases pursuant to accrue Section 7.4 on and after the Call Effective Date will terminate at such time and, on the Effective Date, Purchaser Sub will purchase and the only remaining right of Holders Public Unitholders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than Public Units will sell all of the Certificates are Public Units subject to be purchased the Call Right in accordance with this Section 7.5. 7.5.3 For the purposes of completing a purchase of the Public Units pursuant to the exercise of the Call Right, the Trustee shall select the Certificates Purchaser Sub will deposit or cause to be purchased deposited with the Depositary, on or before the Effective Date, the aggregate BAM Share Consideration and New Preferred Unit Consideration deliverable by Purchaser Sub pursuant to Section 7.5.1. Provided that the aggregate BAM Share Consideration and New Preferred Unit Consideration have been so deposited with the Depositary, on and after the Effective Date, the Public Unitholders who elected, or were deemed to have elected, including pursuant to proration, to receive the BAM Consideration and/or the New Preferred Unit Consideration in respect of some or all of their Public Units will cease to be Unitholders of such Public Units and will not be entitled to exercise any of the rights of Public Unitholders in respect thereof other than the right to receive such Public Unitholder’s portion of the aggregate BAM Share Consideration and New Preferred Unit Consideration, without interest to which such Unitholder is entitled pursuant to such elections or deemed elections, payable by Purchaser Sub upon presentation and surrender by such Public Unitholder of certificates (if any) representing the Public Units held by such Public Unitholder in accordance with the requirements following provisions and such Public Unitholder will on and after the last Business Day prior to such Effective Date be considered and deemed for all purposes to be holders of the principal national securities delivered to them as part of the BAM Share Consideration and/or New Preferred Unit Consideration which such Public Unitholder is entitled. Upon surrender to the Depositary of a certificate (if any) representing Public Units, together with such other documents and instruments as may be required to effect a transfer of Public Units under the Limited Partnership Act, the Partnership Agreement and such additional documents and instruments as the Depositary and the Partnership may reasonably require, the Public Unitholder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary on behalf of Purchaser Sub will deliver to such Public Unitholder, the BAM Share Consideration and/or the New Preferred Unit Consideration. If Purchaser Sub does not exercise the Call Right in the manner described above, on the Effective Date a Public Unitholder will be entitled to receive in exchange therefor the Cash Consideration otherwise payable by the Partnership in connection with the redemption of the Public Units pursuant to Section 7.4 hereof. 7.5.4 For greater certainty, Purchaser Sub, New LP and/or their respective Affiliates may undertake such transactions as may be necessary or desirable in order to deliver, or cause to be delivered, all or a portion of BAM Shares or New Preferred Units to Public Unitholders in accordance with Section 7.5.3, provided such transactions are not prejudicial to the rights or interests of any Public Unitholder. 7.5.5 Each Public Unitholder, by virtue of becoming and being such a Public Unitholder, will be deemed to acknowledge the Call Right in favour of Purchaser Sub and the overriding nature thereof and to be bound thereby in favour of Purchaser Sub as herein provided. 7.5.6 Where the aggregate number of BAM Shares to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a BAM Share being issuable, then the number of BAM Shares to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional BAM Share thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) equal to such Public Unitholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in BAM Shares to which all such Public Unitholders would otherwise be entitled. The Depositary will sell such BAM Shares by private sale (including by way sale through the facilities of any stock exchange upon which the Certificates BAM Shares are listed orthen listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Public Unitholders otherwise entitled to receive fractional interests in BAM Shares. 7.5.7 Where the aggregate number of New Preferred Units to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a New Preferred Unit being issuable, then the number of New Preferred Units to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional New Preferred Unit thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) determined on the basis of an amount equal to (i) the New Preferred Unit Amount multiplied by (ii) the fractional New Preferred Unit amount. 7.5.8 On or before 3:01 a.m. (Toronto time) on the Effective Date, Purchaser Sub may assign, in whole or in part, its Call Right to one or more of its Affiliates, in which case this Section 7.5 shall apply to such Affiliate(s) mutatis mutandis; provided that any such assignment shall not relieve Purchaser Sub of any of its obligations hereunder, and provided further that if the Certificates are not listed on a national securities exchangesuch assignment takes place, Purchaser Sub shall continue to be fully liable as primary obligor, on a pro rata basisjoint and several basis with any such Affiliate, for any default in performance by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriatethe assignee of Purchaser Sub’s obligations hereunder. The Trustee shall notify For greater certainty, the Depositor and the Certificate Registrar promptly in writing transfer of Public Units of the Certificates or portions Partnership as described in Section 3.1(d) of the Certificates to be purchased by the holder Plan of the Call Right, provided, however, that this Section 4.08(c) Arrangement shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed take place pursuant to the Holders, the Certificates called for purchase become due Plan of Arrangement and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed Right by the holder an Affiliate of the Call Right at the Call PricePurchaser Sub. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. Subject to the provisions of this Section 11, if following the second Anniversary Date, the Closing Prices for any twenty (20) consecutive Trading Days exceeds 300% of the Exercise Price (the “Threshold Price”), then the Company will have the right, but not obligation (the “Call Right”), on 30 Trading Days prior written notice to the Holder, to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call Amount”); provided, however, that the Call Right shall only be exercisable during a period in which the Closing Prices for the twenty (20) consecutive Trading Days immediately preceding the Call Date (as defined below) have exceeded the Threshold Price. (a) To exercise this Call Right, the Company shall deliver to the Holder (a) an irrevocable written notice (a “Call Notice”), indicating the Call Amount and (b) an Exchange Warrant (as defined below). The holder of a date that the Company delivers the Call Right may purchase Certificates of a given Series or Class from Notice to the Holders thereof prior will be referred to maturity if as the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence “Call Date.” Within 30 Trading Days of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder receipt of the Call Right; (ii) whether Notice, the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant Holder shall exercise this Warrant for up to the Call Right must Amount in accordance with Section 4(b) above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of the Call Notice (the “Redemption Date”) shall be an Authorized Denomination; cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (iiithe “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date or Dates; and through and including 6:30 p.m. (ivNew York City time) on the Call PriceRedemption Date. (b) A Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of any unexercised Call Right may Amount (and any Call Notice will be exercised at void), unless from the option beginning of the holder thereoftwenty (20) consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date (the “Call Period”) (i) the Closing Prices for each Trading Day during such Call Period exceeds 90% of the Threshold Price, (ii) the Company shall have honored in accordance with the Call Termsterms of this Warrant any Exercise Notice delivered by 6:30 p.m. (New York City time) on the Redemption Date, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must Registration Statement shall be surrendered effective as to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, all Warrant Shares and the only remaining right of Holders of Prospectus thereunder available for use by the Holder for the resale all such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesWarrant Shares. (c) If less than all Concurrently with the delivery of the Certificates are to be purchased pursuant to the exercise of the a Call RightNotice, the Trustee Company shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate issue and deliver to the Holder a new Certificate equal in principal amount an Exchange Warrant (the “Exchange Warrant”), containing the same terms and conditions as this Warrant, except that (i) the Exchange Warrant will expire on the date that this Warrant would have expired with respect to the unredeemed portion shares subject to such Call Notice, (ii) the Exchange Warrant will entitle the Holder to purchase up to such number of shares of Common Stock equal to the amount of Warrant Shares indicated in the Call Notice as being subject to such surrendered CertificateCall Notice, and (iii) the “Exercise Price” for the Exchange Warrant will equal 110% of the Closing Price on the Trading Day immediately preceding the Call Date. Any Call Notice that is delivered without an Exchange Warrant meeting the requirements of this Section 11(c) will be void and of no effect.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to a Holder, such Holder shall not be entitled to any right as a Holder other than the Holders, right to receive payment of the Certificates called for purchase become due and payable Call Price on the Call Date and at the Certificates subject to the Call PriceRight shall be deemed to have been automatically surrendered to the Trust for further transfer to the holder exercising its Call Right. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered CertificateCertificate not purchased.

Call Right. (a) The holder Except as provided in this Section 5 or Section 7 herein, the Corporation shall have no right to repurchase any shares of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof C Preferred Stock prior to maturity if the applicable Supplement designates such Series Mandatory Redemption Date. At any time or Class as a Callable Seriesfrom time to time commencing six (6) months following the date which is the later of the third anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Call Trigger Date"), the Corporation shall have the right, at its sole option and election, to repurchase, out of funds legally available therefor, all, or upon part, of the occurrence outstanding shares of Series C Preferred Stock by providing written notice (the "Call Notice") of its intention to repurchase all, or part, of the outstanding shares of Series C Preferred Stock on the 30th Business Day following the date of such notice (the "Call Date") at a Tax Event or an Optional Redemptioncash price per share of Series C Preferred Stock (the "Call Price") equal to the Stated Amount plus all Accrued Dividends thereon to the date of redemption. The Call Terms If less than all shares of Series C Preferred Stock outstanding at the time are to be repurchased by the Corporation pursuant to this Section 5(a), the shares of Series C Preferred Stock to be repurchased shall be set forth selected pro rata; provided, however, that in the applicable Supplement and shall include, without limitationevent that less than ten percent (10%) of the number of shares of Series C Preferred Stock originally issued are then outstanding, the following: (i) the initial holder Corporation shall be required to repurchase all of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased such outstanding shares if it elects to repurchase any shares pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Pricethis Section 5(a). (b) A The Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices Notice shall state: : (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; Call Date; (ii) the Call Price; ; (iii) the name and address number of such holder's outstanding shares of Series C Preferred Stock to be repurchased by the Paying Agent; Corporation; (iv) that Certificates called the place or places where certificates for purchase must such shares are to be surrendered to the Paying Agent in order to collect for payment of the Call Price; , including any procedures applicable to redemptions to be accomplished through book-entry transfers; and (v) that interest dividends on Certificates called for purchase pursuant the shares of Series C Preferred Stock to the Call Right ceases be repurchased shall cease to accrue on and after accumulate as of the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) thator, if any Certificate contains a CUSIPsuch shares are not actually repurchased on such date, CINS or ISIN number, no representation is being made as to the correctness date on which the shares of Series C Preferred Stock are actually repurchased by the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesCorporation. (c) If less than all Upon the Call Date (unless the Corporation shall default in making payment of the Certificates appropriate Call Price), whether or not certificates for shares which are to be purchased pursuant to the exercise subject of the Call RightNotice have been surrendered for cancellation, the Trustee shall select the Certificates shares of Series C Preferred Stock to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase repurchased shall be deemed to be given when mailedno longer outstanding, whether or not dividends on such shares of Series C Preferred Stock shall cease to accumulate and the Holder receives the notice. In any eventholders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings except for the purchase of Certificates held by Holders rights to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at receive the Call Price, without interest. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Company shall have the option to repurchase any Sunnova Securities held by any Management Investor or his or her Permitted Transferees (the “Call Right”), exercisable any time during the period beginning on the date of a Call Right may purchase Certificates such Management Investor’s Termination of a given Series or Class from Employment and ending on the Holders thereof prior to maturity if date (the applicable Supplement designates such Series or Class as a Callable Series, or upon “Repurchase Deadline”) that is the occurrence first anniversary of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: later of (i) the initial holder date of the Call Right; such Termination of Employment and (ii) whether the Certificate Principal Balance or Notional Amount date of each Certificate being purchased the exercise of any Vested Options held by such Management Investor as of the date of such Termination of Employment; provided, however, that, notwithstanding the foregoing, in no event shall the Company purchase any Sunnova Securities pursuant to the Call Right must prior to the day immediately following the six (6) month anniversary of the date such Management Investor first purchased such Sunnova Securities (whether pursuant to the exercise of Vested Options or otherwise). The Call Right may be an Authorized Denomination; exercised more than once and may be exercised with respect to some or all of the Sunnova Securities outstanding on the date of any Call Notice. The repurchase price payable by the Company upon exercise of the Call Right (iii“Call Repurchase Price”) shall be the Fair Market Value of the Sunnova Securities subject to the Call Right on the date of the repurchase; provided, however, that, notwithstanding the foregoing, in the event of (A) except for Management Investors’ Series A Common Stock or any Management Investors’ Series B Common Stock acquired prior to the date hereof, a Management Investor’s resignation prior to the second (or third, in the case of the Chief Executive Officer of the Company) anniversary of the later of the date hereof and such Management Investor’s date of hire by the Company, (B) a Management Investor’s Termination of Employment at any time by the Company for Cause or (C) material breach by a Management Investor of any restrictive covenant (other than a nondisparagement covenant) in any employment agreement, Equity Incentive Plan or equity award agreement or other document to which such Management Investor is subject (“Restrictive Covenants”), the Call Repurchase Price shall be the lesser of (x) Fair Market Value of the Sunnova Securities subject to the Call Right on the date of the repurchase and (y) the Call Date purchase price paid by such Management Investor for such Sunnova Securities (or Datesif no purchase price was paid, the price per Sunnova Security equal to the par value per Sunnova Security); and (iv) provided, further, that a resignation of a Management Investor for Good Reason as defined in and pursuant to such Management Investor’s employment agreement with the Company shall be deemed to be a Termination of Employment by the Company or without Cause for purposes of determining the Call Repurchase Price. The Call Right shall be exercised by written notice to the Management Investor given in accordance with Section 10.4 of this Agreement (a “Call Notice”) on or prior to the Repurchase Deadline. (b) A In addition, the Company shall have a Call Right may be exercised at the option effective immediately prior to any Sale of the holder thereof, in accordance with Company to occur following the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Officedate hereof. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) For purposes of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt exercise of any such notice from the holder of the Call Right, the Trustee determination of Fair Market Value shall notify the Holders be made without regard to any discounts for illiquidity or lack of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatescontrol. (c) If less than In the event that the Company elects not to exercise its Call Right under Section 5(a) with respect to all of the Certificates are Sunnova Securities then held by a Management Investor or his or her Permitted Transferees (the “Eligible Shares”), (i) the Company shall provide written notice to the ECP Investors on or at any time prior to the Repurchase Deadline of (A) the [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Company’s decision not to purchase all of the Eligible Shares and (B) the number of Eligible Shares that were not purchased by the Company and (ii) the ECP Investors, for so long as the ECP Investors collectively own 40% (or, following the ECP Investors’ satisfaction of their commitment to purchase the full number of the Additional Shares, 50%) or more of the outstanding Series A Common Stock (on a fully-diluted as-converted basis), shall have the option to purchase some or all of such Eligible Shares (the “ECP Call Right”) at the Call Repurchase Price; provided that a Board Adjustment Event has not occurred. The ECP Call Right shall be purchased exercised by a Call Notice on or prior to the later of (x) the thirtieth (30th) day following receipt by the ECP Investors of the written notice under clause (i) above and (y) the Repurchase Deadline. (d) Subject to Section 5.3 below, the repurchase of Sunnova Securities pursuant to the exercise of the a Call Right, the Trustee Right or ECP Call Right shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed take place on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased date specified by the holder Company or the ECP Investors, as applicable, but in no event following the later of (i) the sixtieth (60th) day following the date of the Call RightNotice and (ii) if applicable, providedthe tenth (10th) day following the receipt by the Company of all necessary governmental approvals. On such date, however, that this Section 4.08(c) the Management Investor or his or her Permitted Transferees shall not apply to Certificates transfer the Sunnova Securities subject to a the Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed Notice to the HoldersCompany or the ECP Investors, as applicable, free and clear of all liens and encumbrances, by delivering the Certificates called certificates representing the Sunnova Securities to be purchased, duly endorsed for purchase become due transfer to the Company or the ECP Investors, as applicable, or accompanied by a stock power duly executed in blank, and payable on the Company or the ECP Investors, as applicable, shall pay to such Management Investor the Call Date and at the Call Repurchase Price. Upon surrender of any Certificates The Management Investor shall use all commercially reasonable efforts to assist the Paying AgentCompany or the ECP Investors, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed as applicable, in order to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the expedite all proceedings for the purchase of Certificates held by Holders to whom such notice was properly givendescribed in this Article 5. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder If at any time a Management Holder’s Employment shall be terminated (either by such Management Holder or by the Company or any of its Subsidiaries, or by reason of the Management Holder’s death or Permanent Disability), except as otherwise provided in any written agreement between the Company and such Management Holder, the Company shall have the right, but not the obligation, to purchase all or any portion of the Stock owned by that Management Holder and any transferee who obtained Stock as a direct or indirect result of a Permitted Management Transfer by that Management Holder (a “Permitted Management Holder Transferee”) (the “Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates Option”, and such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant Stock subject to the Call Right must be an Authorized Denomination; (iiiOption, the “Call Eligible Stock”) at the Call Date or Dates; and (iv) the Call Option Price. (b) A If the Company desires to exercise its Call Right may be exercised at the option Option, it shall deliver written notice thereof (which shall include its valuation of the holder thereof, Fair Market Value of the Call Eligible Stock) (a “Call Notice”) to the Management Holder and any Permitted Management Holder Transferees no later than one hundred and ninety (190) days following the later of (x) termination of the Management Holder’s Employment and (y) receipt of Option Stock by such Management Holder in connection with a post-termination exercise in accordance with the Call Terms, upon Option Plan; provided that such temporal limit shall not less than 35 days' (or apply in the event of violation by such shorter period acceptable Management Holder of any Non-Compete Obligations applicable to that Management Holder. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Trustee Company certificates representing the shares of Call Eligible Stock, free and clear of all claims, liens, or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile encumbrances, together with transmission confirmed to the Trustee blank stock powers, duly executed with all signature guarantees at a closing at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) principal office of the Certificates to be purchased and shall reference Company on the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder thirtieth (30th) day after delivery of the Call Right, Notice to the Trustee shall notify Management Holder and any applicable Permitted Management Holder Transferees. The Company will pay the Holders proceeds from the purchase of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase Eligible Stock pursuant to the Call Right ceases Option (the “Call Repurchase Price”), at its option, (i) by a check or wire transfer of immediately available funds or (ii) to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive extent payment of the Call Repurchase Price upon surrender in cash would adversely affect the Company’s liquidity or would be restricted by the Company’s financing arrangements, in each case, as determined by the Board in good faith, by a subordinated non-amortizing note with a three year term beginning on the closing date of the Certificates purchase of the Call Eligible Stock (the “Call Note”). The Call Note shall bear interest at a rate equal to the Paying Agent; and Mid-term Applicable Federal Rate plus three percent (vi3%) that, if from the date of issuance of the Call Note and will be payable quarterly in arrears. Such Call Note may be prepaid by the Company in whole at any Certificate contains a CUSIP, CINS time or ISIN number, no representation is being made as in part from time to time without premium or penalty and shall otherwise be in the form acceptable to the correctness Board; provided, however, that if at any time after such Call Note has been issued the Prepayment Conditions are satisfied, the Call Note shall then be prepaid in full at such time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to make any cash payment pursuant to this Section 8(b) or any cash payment of principal or interest due under a Call Note if the Board determines that making such payment would reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. In the event the Company cannot make any cash payment under this Section 8(b) or the cash payments of principal and interest due under a Call Note because of such Board determination, the Company will undertake to make such payments at such time as the Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. Payment of the CUSIPCall Repurchase Price shall be made after offset of any bona fide debts owed by the Management Holder to the Company, CINS which will be entitled to receive customary representations and warranties from the Management Holder or ISIN number either its Permitted Management Holder Transferees, as printed on applicable, regarding such sale and to require all signatures of the Certificates Management Holder or as contained in such notice and that reliance may its Permitted Management Holder Transferees to be placed only on the other identification numbers printed on the Certificatesguaranteed. (c) If less than all Notwithstanding anything herein to the contrary, if the Company does not exercise the Call Option within the time period set forth in Section 8(b) above, but following such period a Management Holder becomes an employee of or provides services to a Competitor of the Certificates are to be purchased pursuant to Company, then the Company shall have the rights set forth in Sections 8(a) and (b) above and may exercise its Call Option by delivery of the Call Right, Notice to the Trustee shall select Management Holder and any Permitted Management Holder Transferees no later than one hundred and ninety (190) days following the Certificates to be purchased in accordance with the requirements of the principal national securities exchange date on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, Company learns of such Management Holder’s employment by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing provision of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject services to a Call Right due to a Tax Event or an Optional RedemptionCompetitor. (d) Once such notice is mailed to Upon the Holderstermination of the Employment of any Management Holder as set forth in Section 8(a), the Certificates called for purchase become due and payable on the Company’s Call Date and at the Call Price. Upon surrender of any Certificates Option shall also apply with respect to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity all Stock held by Affiliates of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly giventerminated Management Holder. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Notwithstanding anything to the contrary contained in any employment or similar agreement entered into as of a Call Right may purchase Certificates the Closing Date between the Company and/or any of a given Series its parent companies or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable SeriesSubsidiaries, or upon any Affiliates thereof, and a Management Stockholder (as the same may be amended, modified, supplemented or restated from time to time, an “Existing Employment Agreement”), following the occurrence of a Tax Repurchase Triggering Event with respect to such Management Stockholder, the Company shall have the right (but not the obligation) to repurchase from such Management Stockholder all or any portion of the Stockholder Shares owned by such Management Stockholder. Any member of such Management Stockholder’s Group that holds Stockholder Shares (other than any such Person who is also an Optional Redemption. The Call Terms employee or director of the Company or any of its Subsidiaries and received such Stockholder Shares in such capacity) shall be subject to this Section 2.4 as if such member of such Management Stockholder’s Group and such Management Stockholder are one and the same. For the avoidance of doubt and except as set forth in the applicable Supplement and Section 2.4(j) below, this Section 2.4 shall includeapply to any Stockholder Shares acquired by any Management Stockholder, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased including pursuant to Section 3.1 or the Call Right must be an Authorized Denomination; (iii) exercise, conversion or exchange of any Common Stock Equivalents before or after the Call Date or Dates; and (iv) the Call Pricedate of such Management Stockholder’s Repurchase Triggering Event. (b) A In the event that the Company wishes to exercise its rights pursuant to this Section 2.4, the Company shall deliver to the Management Stockholder and the members of such Person’s Group whose Stockholder Shares are being repurchased (or the heirs or Representatives of such Persons), a written notice (the “Call Right may be exercised at the option Notice”) within ninety (90) days of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: Management Stockholder’s Repurchase Triggering Event that sets forth (i) the Certificate Principal Balance (or Notional Amount) number of Certificates Stockholder Shares to be purchased; repurchased, (ii) the Call Price; Repurchase Price and (iii) the name and address anticipated closing date of such transaction (the date on which such Persons are so notified, the “Call Notice Date”). Any repurchase of Stockholder Shares by the Company pursuant to this Section 2.4 shall be consummated no later than thirty (30) days following the Call Notice Date; provided, however, that such period shall be automatically extended for any period of time in which such repurchase of Stockholder Shares would be prohibited as a result of applicable Law or any contractual obligation of the Paying Agent; Company; provided, further, that the Company shall inform the Management Stockholder and the members of such Person’s Group whose Stockholder Shares are being repurchased (ivor the heirs or Representatives of such Persons) that Certificates called for purchase must be surrendered to the Paying Agent of any such prohibitions in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on Notice and after the Call Date, and the only remaining right of Holders of shall notify such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in Persons once such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesrestrictions have lapsed. (c) If less than all Notwithstanding anything to the contrary contained in any Existing Employment Agreement, the repurchase of Stockholder Shares by the Certificates are to be purchased Company pursuant to the exercise terms of this Section 2.4 shall be made at a per Stockholder Share price equal to the lower of the Call Right, Issue Price or the Trustee shall select the Certificates to be purchased in accordance with the requirements Fair Market Value of such Stockholder Share as of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing last day of the Certificates or portions of month preceding the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to date upon which a Call Right due to a Tax Event or an Optional RedemptionNotice is delivered (the “Repurchase Price”). (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates The Repurchase Price shall be paid to the Call Price. Notice applicable Management Stockholder in a lump sum cash payment on the date of purchase shall be deemed consummation (less any withholding tax required to be given when mailedpaid over to applicable Governmental Authorities). Each Management Stockholder agrees that upon such Person’s receipt of such Repurchase Price, whether or not any outstanding Stockholder Shares then owned by such Person that are sold pursuant to this Section 2.4 shall automatically be Transferred, sold and assigned to the Holder receives Company, and the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity Secretary of the proceedings for Company shall automatically and irrevocably be appointed to Transfer such Stockholder Shares to the purchase Company on the books of Certificates held by Holders to whom such notice was properly giventhe Company with full power of substitution. (e) At or prior With respect to 12:00 noon on any repurchase of Stockholder Shares pursuant to the Call Dateterms of this Section 2.4, the holder delivery of a certificate or certificates representing such Stockholder Shares shall be deemed a representation and warranty by such Management Stockholder that (i) such Management Stockholder has full right title and interest in and to such Stockholder Shares, (ii) (ii) such Management Stockholder has all necessary power, authority and legal capacity and has taken all necessary action to enter into such sale transaction and to Transfer valid right, title and interest in such Stockholder Shares, (iii) such Stockholder Shares are free and clear of any and all liens, pledges or other encumbrances, (iv) there is no adverse claim with respect to such Stockholder Shares and (v) such sale transaction does not conflict with any Laws, contracts or organizational documents applicable to him, her or it as the Call Right result of such sale transaction. Additionally, the applicable Management Stockholder agrees to be exercised shall deposit with provide such other representations and warranties to the Paying Agent Company that the Company reasonably determines are required by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that dateapplicable Law. (f) If a notice has been given in The Company shall have the manner provided above, the Certificates or portion of Certificates specified in such notice right to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of revoke the Call Right Notice or its decision to repurchase Stockholder Shares pursuant to the terms of this Section 2.4 at the Call Priceany time prior to consummation. (g) Upon surrender Should the applicable Management Stockholder fail to deliver at the closing of a repurchase in accordance with this Section 2.4 all of the applicable Stockholder Shares in accordance with the terms hereof, if the Repurchase Price has been paid in accordance with Section 2.4(d), the Company shall, in addition to all other remedies it may have, cancel on its books such Stockholder Shares registered in the name of such Management Stockholder, and all of such Management Stockholder’s right, title, and interest in and to such Stockholder Shares shall terminate in all respects concurrently with the payment of the Repurchase Price. (h) If a Management Stockholder holds Stockholder Shares which the Company wishes to repurchase in accordance with this Section 2.4, such Management Stockholder shall be entitled to payment in accordance with Section 2.4(c), but shall no longer be entitled to participation in the Company or enjoy other rights as a Stockholder with respect to such Stockholder Shares. To the maximum extent permitted by Law, such Management Stockholder’s rights following the Call Right Notice, with respect to the repurchase of the Stockholder Shares covered thereby, shall be solely the rights that he, she or it has as a general creditor of the Company to receive the amount set forth in Section 2.4(c). (i) The Company may assign its call rights pursuant to this Section 2.4 to any Person, and such Person may exercise all rights of the Company pursuant to this Section 2.4 as if such Person were the Company; provided, that the exercise of call rights by such Person is done in accordance with applicable Law, including, but not limited to, the Securities Act. (j) The Company will have no rights under this Section 2.4 or otherwise to repurchase any: (i) Xxxxx RSU Shares; or (ii) any Stockholder Shares acquired by the Initial Management Stockholders pursuant to Section 3.1 or in any other fashion after the Closing Date, other than upon the exercise, conversion or exchange of any Certificate Common Stock Equivalents. (k) To the extent that is purchased in partany Management Stockholder’s Existing Employment Agreement conflicts with the terms of this Section 2.4, the Depositor terms of this Section 2.4 shall execute govern and the Trustee shall authenticate and deliver supersede any provisions contained in such Existing Employment Agreement with respect to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered CertificateStockholder Shares.

Call Right. At any time prior to the Maturity Date, and subject to ---------- the provisions of this Section 20.5, the Company shall have the right to purchase all (abut not less than all) The holder of a Call Right may purchase Certificates the shares of a given Series or Class Warrant Stock issued and issuable upon exercise of this Warrant from the Holders thereof holder. The Company may exercise its call right at any time prior to maturity the Maturity Date upon prior written notice to holder (the "Call Notice"); provided, that if the applicable Supplement designates holder delivers a Sale -------- Notice to the Company at any time prior to the Company's exercise of its call right, then the Company shall have a period of two (2) business days from its receipt of such Series or Class as a Callable Series, or upon Sale Notice in which to exercise its call right. Any exercise by the occurrence Company of a Tax Event or an Optional Redemptionits call right shall be irrevocable. The closing of the purchase by the Company, and the sale by holder, of the shares of Warrant Stock issued and issuable hereunder following exercise by the Company of its call right (the "Call Terms Closing") shall be set forth held at the principal office of holder or its legal counsel on the third (3rd) business day following holder's receipt of the Company's Call Notice. At the Call Closing, holder shall deliver the unexercised portion of this Warrant (if any), together with the certificate(s) representing the shares of Warrant Stock issued upon any and all previous exercises hereof (if any), duly endorsed for transfer on the books of the Company, to the Company against receipt from the Company of the aggregate Call Price (as defined below) therefor in cash by wire transfer of immediately available funds to holder's designated account. As used herein: "Call Price" means a price per share of Warrant Stock equal to the applicable Supplement and shall include, without limitation, the following: greater of (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, Fair Market Value thereof as determined in accordance with the Call TermsSection 2.1(a) above, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address original Exercise Price as of the Paying Agent; original Issuance Date hereof (iv) that Certificates called for purchase must be surrendered i.e., without taking into account any adjustments to the Paying Agent Exercise Price required hereunder) plus Five Dollars ($5.00), in order each case less the then-effective Exercise Price with respect to collect each share of Warrant Stock as to which this Warrant has not previously been exercised. If holder tenders the unexercised portion of this Warrant (if any), together with the certificate(s) representing the shares of Warrant Stock issued upon any and all previous exercises hereof (if any) at the Call Price; (v) that interest on Certificates called for purchase pursuant Closing and the Company fails to tender payment of the required aggregate Call Price at the Call Right ceases to accrue on Closing, then the Company's call right shall thereupon terminate and after the Call Datebe of no force or effect, notwithstanding its previous exercise thereof, and the only remaining right Company shall indemnify holder against all costs, expenses (including without limitation reasonable attorneys' fees), losses and damages paid, suffered or incurred by holder as a result of Holders the Company's exercise of such Certificates is call right and failure to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in tender such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the aggregate Call Price. Upon surrender of any Certificates If the Company exercises its call right prior to July 30, 2002, then the Paying AgentCompany must purchase the Initial Shares and the Additional Shares, the Holders of such Certificates shall notwithstanding that this Warrant may not then be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings exercisable for the purchase of Certificates held by Holders to whom such notice was properly givenAdditional Shares. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) Each Stockholder hereby grants to each of the Company and Safeway the right and option (the “Call Option”) to require one or more Stockholders to sell all or a portion of his, her or its vested shares of Common Stock and Preferred Stock, and all or a portion of his, her or its options or other rights to acquire shares of Common Stock or Preferred Stock, and all or a portion of his, her or its other securities of the Company (the “Callable Securities”, and to the extent called, the “Called Securities”), to the Company and Safeway at the Determined Value. (b) The holder Call Option may be exercised by either the Company or Safeway by delivering written notice to one or more Stockholders at any time beginning thirty (30) days after the expiration of the last put right pursuant to Section 8(f) (the “Call Notice”); provided, however, that the Company first must notify Safeway at least fifteen (15) days before it intends to deliver a Call Right may Notice to a Stockholder and, after receipt of such notification but prior to the expiration of such fifteenth (15th) day, Safeway may, in its sole discretion, deliver a Call Notice to such Stockholder (with a copy to the Company) covering all or a portion of the Callable Securities (in which case the Company shall not deliver a Call Notice to such Stockholder covering the shares to be purchased by Safeway). The closing of the purchase Certificates of a given Series the Called Securities specified in the Call Notice shall take place on the date designated by the Company or Class Safeway, as applicable, in the Call Notice, which date shall not be more than ninety (90) days from the Holders thereof date that the Call Notice is delivered to the Stockholder. The Company or Safeway, as applicable, shall pay to the Stockholders the purchase price on the closing date and the purchase of the Called Securities shall be deemed to have occurred upon the delivery of the purchase price, notwithstanding any failure by a Stockholder to deliver share certificates or other documentation representing the Called Securities or any dispute regarding the purchase price. (c) For purposes of this Section 7, “Determined Value” shall be the fair market value of the Called Securities as of the date of the Call Notice as determined by the Board of Directors of the Company based upon the most recent appraisal of the Company’s Capital Stock (not more than seven (7) months old) by a nationally recognized appraisal firm. In the event that (i) an appraisal of the Company’s Capital Stock has not been completed within the seven (7) month period prior to maturity if the applicable Supplement designates such Series or Class as a Callable Seriesdate of the Call Notice, or upon (ii) the occurrence Board determines that (x) one or more material events or material developments related to the Company’s business has occurred since the date of the most recent appraisal and (y) such event(s) or development(s) potentially affects the valuation of the Capital Stock, then in each such case, a Tax Event or an Optional Redemptionnationally recognized appraisal firm will be hired by the Board of Directors of the Company to prepare a more recent appraisal of the Company’s Capital Stock; provided, however, that the additional time required for delivery of the new appraisal will not delay the closing date beyond the ninety (90) day period set forth in Section 7(b). The Call Terms appraisal of the value of the Company’s Capital Stock shall be set forth in a written report by a nationally recognized appraisal firm, with the applicable Supplement and shall includeappraiser’s value determination based upon the value of the Capital Stock taking into consideration all available material information regarding the value of the Capital Stock including, without limitation, the followingmarket value of stock or equity interests of publicly held companies with similar operations to the Company, and comparable earnings, revenue and rate of growth as the Company provided the value can be readily determined through nondiscretionary, objective means (such as through trading prices on an established securities market or an amount paid in an arm’s length private transaction). Determined Value of any options or other rights to acquire shares of Common Stock or Preferred Stock shall be determined based on the Determined Value of the underlying security, less the aggregate exercise or base price of such option or other right. (d) Except with respect to Called Securities covered by a Call Option delivered by Safeway or the Company prior to such time, the provisions of this Section 7 shall terminate upon the first to occur of the following events: (i) the initial holder creation of the Call Righta Public Market; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination;a Change in Control; or (iii) the Call Date or Dates; and (iv) the Call Priceconsummation of a Spin-off. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. In the event that (ai) The holder of a Call Right may purchase Certificates of a given Series or Class from Holder is unwilling, for any reason, to provide an Incremental Term Loan (as defined in the Holders thereof prior Credit Agreement) to maturity if the applicable Supplement designates such Series or Class Company to finance future Permitted Acquisitions (as a Callable Series, or upon defined in the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be Credit Agreement) pursuant to the terms and conditions set forth in the applicable Supplement Credit Agreement and shall include(ii) the Company refinances the Loans and Credit Facilities under the Credit Agreement in full with another lender in connection with such Permitted Acquisition (the “Refinancing”), without limitationwithin one-hundred and twenty (120) calendar days following receipt of notice of the Holder’s refusal to so provide an Incremental Term Loan, the followingCompany shall have the right, by written notice to the Holder, to require that Holder sell all (but not less than all) of this Warrant and/or Holder’s Warrant Shares for a purchase price equal to the greater of: (i) the initial holder of the Call Right;The Redemption Price; and (ii) whether The then-current number of Warrant Shares issuable upon a full exercise of this Warrant multiplied by the Certificate Principal Balance fifteen (15) Trading Day Weighted Average Price of the Company’s Common Stock, measured as of the period ending one (1) Business Day prior to the consummation of the Refinancing. The date upon which such notice is delivered to Holder shall hereinafter be referred to as the “Call Demand Date”. The Redemption Price shall be payable to Holder in immediately available funds on or Notional Amount prior to the thirtieth (30th) day immediately following the Call Demand Date or such earlier date as determined by the Company (the “Call Payment Date”), upon surrender of each Certificate being purchased this Warrant and/or the applicable Warrant Shares, as the case may be, to the Company, by wire transfer to any account in the United States of America specified by Holder by written notice to the Company. The Company’s right to require redemption of this Warrant and/or the Warrant Shares pursuant to this Section 15 shall be referred to herein as the Holder’s “Call Right”. If the Company shall fail to pay, or is restricted or prohibited from paying, for any reason whatsoever, the Redemption Price on the Call Right must be an Authorized Denomination; (iii) the Call Payment Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Termsterms of this Section 15, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to then the exercise of the Call RightRight shall be deemed null and void ab initio for all purposes retroactive to the Call Demand Date, and the Trustee Call Right shall select lapse and be of no further force and effect from and after such date. For the Certificates to avoidance of doubt, Holder shall be purchased restricted from exercising the Warrant at any time from and after the Call Demand Date unless the Call Right is voided in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptionpreceding sentence. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a1) The holder Subject to the terms and conditions of the Articles, at any time at which a Management Share Shareholder is no longer employed by or providing services to the Company or an Affiliate of the Company (either referred to as the “Company” in this Section) for any reason, the Company shall have the right (but not the obligation) and shall be entitled to exercise such right to purchase all or any portion of the Management Shares held by the Management Share Shareholder (the “Management Share Call Right”). Provided such Management Share Call Right may purchase Certificates is properly exercised by the Company and a Management Share Call Notice (as hereinafter defined) which meets the requirements of a given Series or Class from Section 8.2(3) is delivered to the Holders thereof prior Management Share Shareholder, each Management Share Shareholder hereby agrees to maturity if the applicable Supplement designates such Series or Class as a Callable Seriessell, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall includesell, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant all such Management Shares in accordance with and subject to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Priceprovisions of this Agreement. (b2) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for The purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are price per Management Share to be purchased pursuant to a Management Share Call Right shall be the exercise Fair Value (determined by the Committee based on, to the extent practicable in the circumstances, an updated independent third party valuation of the Company) of each Management Share. (3) The Management Share Call Right may only be exercised by the Company against the Management Share Shareholder if the Company has given notice thereof to the Management Share Shareholder (the “Management Share Call Notice”). The Management Share Call Notice may only be delivered to the Management Share Shareholder until or on the Final Exit Event. The Management Share Call Notice shall constitute the irrevocable election by the Company to purchase, and the Company shall purchase, all or a portion of the Management Shares held by the Management Share Shareholder in accordance with the terms of this Agreement and, upon the giving of such notice, the Management Share Shareholder shall thereupon be obligated to sell and shall sell to the Company all such Management Shares as stated in the Management Share Call Notice. The Management Share Call Notice shall be executed by the Company and shall stipulate that (i) the Company is exercising its right to purchase from the Management Share Shareholder all or any portion of the Management Shares owned by the Management Share Shareholder as at the date on which the Management Share Call Notice is delivered; and (ii) the Company’s determination and calculation of the Fair Value of the Management Shares subject to the Call Right, the Trustee shall select the Certificates to be purchased determined in accordance with the requirements Section 8.2(2). (4) The closing of the principal national securities exchange purchase of the Management Shares stipulated in the Management Share Call Notice shall be thirty (30) days after delivery of the Management Share Call Notice by the Company. The Company and the Management Share Shareholder may mutually agree in writing to change the closing date for the closing of the purchase and sale of the Management Shares pursuant to the Management Share Call Right provided that the Fair Value of the Management Shares shall be determined as at the last day of the month prior to the month in which such new closing date occurs. (5) The purchase price shall be paid on which closing by the Certificates are listed orCompany delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem Management Share Shareholder provides to be fair and appropriate. The Trustee shall notify the Depositor and Company wire transfer instructions) to the Certificate Registrar promptly in writing Management Share Shareholder at the principal office of the Certificates Company against delivery of certificates or portions of other instruments representing the Certificates to be purchased Management Shares so purchased, if existing, appropriately endorsed by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptionsuch vested Management Shares. (d6) Once such notice is mailed Notwithstanding Section 8.2(1), any redemption, purchase or similar transaction involving the Company described herein shall, in all instances, be subject to the HoldersCompany’s compliance with its contractual obligations (including Section 4.6 hereof), the Certificates called for purchase become due organizational documents and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly givenapplicable law. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Company shall notify the Holder of the anticipated Record Date not less than twenty (20) Business Days prior to such date. No more than five (5) Business Days after receiving such notification from the Company, the Holder shall deliver to the Company a written estimate of the number of each class of Company Securities that the Holder, to its knowledge, Beneficially Owns (within the meaning of clause (ii) of the definition thereof) as of such date. The Company shall then promptly (but in any event no more than five (5) Business Days after receiving such estimate from the Holder) provide Holder with the Company’s good faith calculation, assuming the accuracy of the Holder’s estimate, of the minimum number of shares of Series C Stock that the Company would need to acquire such that the Holder’s Beneficial Ownership (within the meaning of clause (ii) of the definition thereof) of Propco Stock immediately following the Spin-Off will not exceed the Propco Ownership Limit (the “Company Sample Calculation”), with reasonable supporting documentation. The Company and the Holder shall cooperate with each other, and provide each other with such reasonable access to their respective books, records and relevant employees as they may reasonably request, to confirm the accuracy of the Company Sample Calculation and of the method of calculation used by the Company in making the Company Sample Calculation, and to revise the Company Sample Calculation until both the Company and the Holder agree that it is accurate. The final Company Sample Calculation agreed to by the Company and the Holder is referred to herein as the “Final Sample Calculation.” In the absence of an agreement between the Company and the Holder regarding the Company Sample Calculation, the last calculation proposed by the Company in accordance with this Section 2.5(a) prior to the delivery of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms Exercise Notice shall be set forth in deemed to be the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call PriceFinal Sample Calculation. (b) A Subject to and upon the terms and conditions set forth in this Agreement, the Company shall have the right (the “Company Call Right may be exercised at Right”) to purchase from the option of the holder thereofHolder, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to on the second Business Day prior to the Record Date, shares of Series C Stock, for a purchase price equal to the Ceiling Price per 1/1,000 share, such that immediately following receipt of such notice from the holder consummation of the Call RightSpin-Off (and taking into account the Mandatory Exchange pursuant to Section 2.4), the Trustee shall notify Holder shall, to its and the Holders Company’s knowledge, Beneficially Own (within the meaning of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; clause (ii) of the Call Price; (iiidefinition thereof) the name and address greatest possible number of shares of Propco Stock that is not more than 9.9% of the Paying Agent; outstanding Propco Stock (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates“Propco Ownership Limit”). (c) If less than all On the seventh Business Day prior to the Record Date, the Holder shall deliver to the Company a certificate signed by an authorized representative of the Certificates are Holder setting forth the number of each class of Company Securities that the Holder, to be purchased pursuant to its knowledge, Beneficially Owns (within the exercise meaning of clause (ii) of the definition thereof) as of such date. If the Company exercises the Company Call Right, the Trustee Company shall select give the Certificates Holder notice in writing at least three Business Days (but no more than five Business Days) prior to be purchased in accordance the Record Date stating such election (the “Call Exercise Notice”). The Call Exercise Notice shall include, with reasonable supporting documentation, the requirements Company’s good faith calculation of (i) the minimum number of shares of Series C Stock that the Company must acquire such that the Holder’s Beneficial Ownership (within the meaning of clause (ii) of the principal national securities exchange on definition thereof) of Propco Stock immediately following the Spin-Off will not exceed the Propco Ownership Limit (the “Call Shares”), prepared using the same principles and methodology used in the calculating the Final Sample Calculation, which shall be the Certificates are listed ornumber of shares of Series C Stock that the Company will acquire pursuant to the Company Call Right, if and (ii) the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder purchase price of the Call RightShares pursuant to Section 2.5(b) (the “Call Purchase Price”). The Company’s calculation of the number of Call Shares and the Call Purchase Price shall be binding on the Holder absent manifest error. Once delivered, providedthe Call Exercise Notice shall be irrevocable except (i) if the Company publicly announces the abandonment of its efforts to complete the Spin-Off, however, that this Section 4.08(cin which case such Call Exercise Notice shall be deemed withdrawn or (ii) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptionas otherwise mutually agreed by the Company and Holder. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder delivery of the Call Right Exercise Notice, the Company and the Holder will promptly prepare all required documentation. At the closing of the exercise of the Company Call Right, (i) the Holder shall deliver to the Company one or more stock certificates representing the Call Shares, or effectuate the book-entry transfer of any Call Shares held in book entry form, in each case free and clear of all liens, accompanied by duly executed and effective instruments of transfer and (ii) the Company shall deliver or cause to be exercised shall deposit with delivered to the Paying Agent Holder by wire transfer in same-day of immediately available United States funds money sufficient a cash amount equal to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Purchase Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder At any time after the fifth anniversary of a the Closing Date, the Company shall have the right (the “Call Right may Option”) exercisable by giving written notice to the Unilever Stockholder (the “Call Notice”) to purchase Certificates of a given Series or Class from the Holders thereof prior Unilever Stockholder, at a price equal to maturity if the applicable Supplement designates Put Price, at least 50% of the Unilever Shares then beneficially owned by the Unilever Group Members (the “Call Shares”) and at least 50% of the aggregate Accreted Value of all the Notes then beneficially owned by the Unilever Group Members (the “Call Notes” and, together with the Call Shares, the “Call Securities”); provided, however, that no Call Notice shall be effective unless it is given during the Notice Period; provided, further, that the relative percentages of such Series or Class Unilever Shares represented by such Call Shares and of such aggregate Accreted Value represented by such Call Notes (measuring the Call Notes on the basis of their Accreted Value), respectively, shall be as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemptionnear to equal as possible. The Call Terms shall Option may be set forth exercised, in whole or in part, and from time to time more than once. Notwithstanding the applicable Supplement foregoing, if the Company exercises its Call Option with respect to less than 100% of the Unilever Shares and shall includeNotes, without limitationin each case then beneficially owned by the Unilever Group Members, the following: (ix) the initial holder Unilever Stockholder may designate, by written notice to the Company given within five Business Days of receipt by the Unilever Stockholder of the Call Right; (ii) Notice, whether the Certificate Principal Balance Call Securities (A) comprise the Call Shares and Call Notes specified in the Call Notice, or Notional Amount (B) comprise solely Call Shares with an aggregate Share Price, subject to clause (z) below, equal to the aggregate Put Price of each Certificate being purchased the Call Shares and Call Notes specified in the Call Notice, (y) the Unilever Stockholder may elect, by written notice to the Company given on or prior to the applicable Call Closing Date, to fix the aggregate Share Price for the Remaining Unilever Shares as of such Call Closing Date, and (z) the Unilever Stockholder shall not be required to sell Call Shares pursuant to this Section 8.5 to the extent that, as a result of such sale, the Unilever Stockholder’s Ownership Interest would be reduced below 10% without its consent; provided, however, that if the Call Right must Securities, as designated by the Unilever Stockholder, include Call Shares and Call Notes, the Company shall not be an Authorized Denomination; (iii) required to purchase such Shares and Notes in relative amounts other than as described in last proviso to the Call Date or Dates; and (iv) the Call Pricefirst sentence of this Section 8.5. (b) A Call Right may be exercised at the option of the holder thereofThe Company may, in accordance with the its sole discretion, elect to terminate a Call Terms, upon not less than 35 days' (or such shorter period acceptable Notice and any obligation it may have to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed purchase Call Securities pursuant to the Trustee at the Corporate Trust Office. Such this Agreement by written notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased Unilever Stockholder and shall reference the not be liable for failing to purchase Call Price and the Call Date. On Securities on or prior to the second Business Day following receipt of such notice from Call Closing Date, and, if the holder of Company does not terminate a Call Notice but fails, for any reason, to consummate the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (Option on or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant prior to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased Closing Date determined in accordance with the requirements of the principal national securities exchange Section 8.6, then such Call Notice will be deemed to have been terminated on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, date; provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such the Unilever Stockholder may elect, by written notice is mailed to the HoldersCompany given no later than ten Business Days after the date on which the Applicable EBITDA shall have been determined pursuant to Sections 8.9 and 8.10, to fix the Certificates called aggregate Share Price for purchase become due and payable on the Call Date and Remaining Unilever Shares, at the Call Price. Upon surrender of any Certificates an amount equal to the Paying Agent, the Holders Fair Market Value of such Certificates shall be paid Shares based upon a deemed Base Value of eight times the Call Price. Notice of purchase shall be deemed to be given when mailedApplicable EBITDA, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder as of the Call Right to be exercised shall deposit Closing Date determined in accordance with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price Section 8.6. Table of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.Contents

Call Right. Triton shall have the right (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the "Call Right; "), but not the obligation, for a period of thirty (ii30) whether days after the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant Effectiveness Date, to require the Company to sell the Second Supplemental Securities to Triton for an aggregate purchase price (the "Call Right must be an Authorized Denomination; Purchase Price") equal to Two Hundred Thousand Dollars (iii) $200,000). In the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable event Triton elects to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of exercise the Call Right, Triton shall send a written notice (the Trustee shall notify "Call Notice"), within such thirty-day period, to the Holders Company stating that Triton has elected to exercise the Call Right and specifying the date (the "Call Closing Date") on which the closing for the purchase and sale of the Certificates by first class mail; such notices Second Supplemental Securities shall state: occur, which date shall not be earlier than the thirtieth (30th) day after the Effectiveness Date or later than the sixtieth (60th) day after the Effectiveness Date. On the Call Closing Date, (i) Triton shall pay the Certificate Principal Balance (or Notional Amount) Call Purchase Price by wire transfer of Certificates immediately available funds denominated in United States Dollars to be purchased; the Company's account set forth on Schedule I attached hereto and (ii) the Call Price; Company shall deliver to Triton (iiiA) a certificate for the Second Supplemental Shares registered in the name of Triton, which shares shall have been duly authorized and validly issued, and shall be fully paid and non-assessable and free of preemptive rights, (B) the name Second Supplemental Warrant, which shall have been duly authorized and address validly issued, and shall be fully paid and non-assessable and (C) an executed registration rights agreement, which shall have been duly authorized and afford Triton registration rights with respect to the Second Supplemental Securities similar to those contained in the Registration Rights Agreement. The Second Supplemental Warrant shall provide for (x) the purchase of up to Twenty Thousand (20,000) shares of Common Stock at an exercise price equal to one hundred and ten percent (110%) of the Paying Agent; (iv) that Certificates called closing bid price for purchase must be surrendered to the Paying Agent in order to collect Common Stock on the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Closing Date, and (y) an expiration date occurring on the only remaining right of Holders of such Certificates is to receive payment fifth (5th) anniversary of the Call Price upon surrender of the Certificates Closing Date and (z) otherwise contain terms and conditions identical to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as those contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesWarrant. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. If the Common Stock is traded, listed or quoted on any U.S. market or electronic exchange, and the closing per-share sales price of the Common Stock for any twenty (a20) The holder trading days during a consecutive thirty (30) trading days period (the “Measurement Period”) exceeds $15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like as provided in this Warrant), then the Company may, within three (3) trading days of the end of such Measurement Period, call for the cancellation of all or any portion of this Warrant, and the other Class W Warrants then outstanding for consideration equal to $.01 per Warrant. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 5:00 p.m. (New York City time) on the fifth (5th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Right may purchase Certificates of a given Series or Class from Notice that are tendered through 5:00 p.m. (New York City time) on the Holders thereof prior Call Date. Notwithstanding anything to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be contrary set forth in the applicable Supplement and shall include, without limitationthis Warrant, the following: Company may not deliver a Call Notice or require the cancellation of this Warrant (iand any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, Company shall have honored in accordance with the Call Terms, upon not less than 35 days' terms of this Warrant all Notices of Exercise delivered by 5:00 p.m. (or such shorter period acceptable to the Trustee or specified in the applicable SupplementNew York City time) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, (2) a registration statement shall be effective as to the holder Warrant Shares underlying the unexercised portion of the Call Right Warrant subject to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price Notice, and the prospectus thereunder shall be available, for the resale of such Warrant Shares to the public (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date) or there otherwise exists an exemption from such registration that permits the resale of such Warrant Shares without volume limitations, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of the Certificates Warrant Shares. Notwithstanding anything to be redeemed on that date. (f) If a notice has been given in the manner provided abovecontrary contained herein, the Certificates or portion Company shall not be permitted to make a call of Certificates specified in such notice this Warrant prior to be purchased shall become due and payable on the Call Date at the Call Price stated thereinJanuary 31, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price2018. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth Notwithstanding anything contained herein in the applicable Supplement and shall include, without limitation, the following: event for a period of not less than fifteen (15) consecutive trading days (i) the initial holder Common Stock underlying the Warrants have been registered pursuant to an effective Registration Statement with the Securities & Exchange Commission in accordance with the terms of the Registration Rights Agreement and (ii) while the Common Stock underlying the Warrants have been registered pursuant to an effective Registration Statement as provided in (i), above, the closing bid price for the Company's Common Stock on NASDAQ (or, if the Common Stock is not listed or admitted to trading on the NASDAQ, on the principal national security exchange or quotation system on which the Common Stock is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Association of Security Dealers, Inc., or a similar generally accepted reporting service) exceeds fifteen dollars ($15.00) for each such day, the Company shall have the right for a period of thirty (30) days thereafter (the "Call Period"), by written notice to the Holder (the "Call Notice") to give notice of its intention to repurchase all or a portion of this Warrant at the Call Price (as hereafter defined). In the event the Holder does not exercise the Warrant with respect all of the underlying shares of Common Stock at the Current Warrant Price prior to the close of business on the fifteen (15th) following the giving of the Call Right; Notice as provided herein, the Company shall on the sixteenth (ii16th) whether day following the Certificate Principal Balance or Notional Amount giving of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised Notice, at the option of the holder thereofHolder, wire transfer to an account in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified a bank located in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to United States designated by the Trustee at Holder or by official bank check drawn on a United States bank, purchase or all portion on the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) unexercised portion of the Certificates to be purchased and shall reference Warrant at the Call Price and to the extent set forth in the Call DateNotice. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant Holder's Warrant is being repurchased by the Company, the Company shall issue a new certificate to the exercise Holder representing the right to acquire the aggregate number of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements underlying shares of the principal national securities exchange on which the Certificates are listed or, if the Certificates are Common Stock not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased being acquired by the holder of the Call RightCompany. For purposes hereof, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price shall mean an amount equal to (A) $.10 per share, multiplied by (C) the number of the Certificates to be redeemed on shares of Common Stock issuable upon exercise of that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice this Warrant then being repurchased pursuant to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Pricethis Section. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Any time during the Call Period, Integrated shall have the right, at its option (the "Call Option"), to acquire all, but not less than all, of the Americana Partners' Interest (the "Called Interest") at a price equal to the Call Option Price; provided, however, that if Integrated receives an ROFO Notice, an ROFR Notice or a Required Sale Notice (as such terms are defined below) prior to delivering a Call Right may purchase Certificates of a given Series or Class from Notice (as defined below), then the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms Option shall be set forth in the applicable Supplement and shall include, without limitation, the following: suspended until (i) with respect to an ROFO Notice, [ORIGINAL TEXT REDACTED] after the initial holder expiration of the Call Right; ROFO Option Period (as defined below), (ii) whether with respect to an ROFR Notice, [ORIGINAL TEXT REDACTED] following the Certificate Principal Balance or Notional Amount expiration of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; ROFR Option Period (as defined below), and (iii) with respect to a Required Sale Notice, [ORIGINAL TEXT REDACTED] following the expiration of the ROFR Option Period, at which time the Call Date or Dates; and (iv) the Call PriceOption shall be reinstated. (b) A Integrated may exercise the Call Right may Option by providing written notice of its intention to exercise the Call Option with respect to the Called Interest to the Partnership and the Americana Partners (a "Call Notice"), at which time Integrated shall be exercised obligated to purchase from the Americana Partners, and the Americana Partners shall become obligated to sell to Integrated, the Called Interest at the option Call Option Price, on the date that is [ORIGINAL TEXT REDACTED] after the delivery of the holder thereofsuch Call Notice, subject to and in accordance with the Call Termsprovisions of this Section 12. 1. During such [ORIGINAL TEXT REDACTED] period, upon not less than 35 days' (or such shorter period acceptable any Person who has executed and delivered to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed Americana Partners (copies of which shall be provided to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state:Integrated) (i) a non-binding indication of interest with respect to a possible acquisition of the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; Called Interest and (ii) a confidentiality agreement in form and substance substantially similar to the provisions of Section 9(a) hereof, and any of its Advisors, shall be entitled, upon reasonable notice, and at their own expense (or the expense of the Americana Partners), to make such reasonable investigation of the business and operations of the Partnership, and such reasonable examination of the books, records and financial condition of the AF Business as they reasonably request in connection with their evaluation of a possible acquisition of the Called Interest. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances without material interference with Integrated's or the Partnership's normal business operations, and Integrated shall, and shall cause the Partnership and its executives and management to reasonably cooperate with respect thereto. If, within ninety [ORIGINAL TEXT REDACTED] of the delivery of the Call Price; (iii) Notice, the name and address of Americana Partners deliver a ROFR Notice pursuant to Section 12.3 for which the Paying Agent; (iv) that Certificates called price to be paid for purchase must be surrendered to the Paying Agent in order to collect ROFO Interest is greater than the Call Option Price; (v) that interest on Certificates called for purchase pursuant to , then the Call Right ceases to accrue on Notice shall be terminated and after the Call Dateof no further effect, and the only remaining right Transfer of Holders of such Certificates is to receive payment of any Interest by the Call Price upon surrender of the Certificates Americana Partners shall be subject to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness provisions of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesSection 12.3. (c) If less than all of the Certificates are Americana Partners have not delivered a ROFR Notice for which the price to be purchased pursuant to paid for the exercise ROFO Interest is greater than the Call Option Price within the [ORIGINAL TEXT REDACTED] period set forth in Section 12.1(b) above, then at the closing of the Call RightOption, the Trustee Americana Partners shall select the Certificates deliver to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed orIntegrated, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder against payment of the Call RightOption Price, providedthe Called Interest, howeverto be sold to Integrated free and clear of all liens, that charges, pledges and other encumbrances and accompanied by transfer powers duly endorsed for transfer, any and all documentation evidencing the Called Interest and such other documentation as reasonably requested by Integrated. The closing of a sale of the Called Interest pursuant to this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates 12.1 shall be paid consummated no later than [ORIGINAL TEXT REDACTED] after the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder receipt of the Call Right Notice; unless prior to be exercised shall deposit with such date the Paying Agent by wire transfer in same-day funds money sufficient Americana Partners have delivered a ROFR Notice pursuant to pay Section 12.3. Upon the delivery of a Call Price Notice, the Americana Partners may not Transfer the Called Interest unless (i) (A) the sale of the Certificates Called Interest to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion Integrated is not consummated within [ORIGINAL TEXT REDACTED] of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder its receipt of the Call Right at Notice and the Americana Partners did not deliver a ROFR Notice during such time, and (B) the failure to consummate the sale is not attributable to any act or failure to act on the part of the Americana Partners, or (ii) the Americana Partners deliver a ROFR Notice for which the price to be paid for the ROFO Interest is greater than the Call Price. Option Price within the [ORIGINAL TEXT REDACTED] period set forth in Section 12.1(b) above (g) Upon surrender in which case the Transfer of any Certificate such Interest shall be pursuant to Section 12.3); provided, that is purchased in partany Transfer by the Americana Partners must comply with the other provisions of this Section 12 (including, the Depositor shall execute without limitation, Sections 12.2, 12.3 and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate12.4).

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder If the Company has not completed a Qualified Public Offering, then at any time on or after the seventh anniversary of the Closing Date the Company may repurchase all (100%) but not less than all, of the Warrants held by all holders at the Redemption Price by delivery of a notice to all holders of the Warrants (the date such notice is delivered to the holders shall hereinafter be referred to as, the “Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionRedemption Date”). The Company shall use its best efforts to pay the Redemption Price to such holders in immediately available funds as soon as reasonably practicable, but in no event later than sixty (60) days after the Call Terms shall be set forth in the applicable Supplement and shall include, without limitationRedemption Date (such date, the following: (i) “Call Payment Date”), upon surrender of this Warrant to the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased Company at its office maintained pursuant to Section 13.2(a) hereof or, if requested by such holder without surrender of this Warrant, by wire transfer to any account in The City of New York specified by notice to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call PriceCompany. (b) A Call Right may be exercised at The Company shall, immediately upon receipt by the option Company of the Appraiser’s determination of the Redemption Price, deliver to the holder thereofwritten notice of such calculation (together with the Appraiser’s report), whereupon the holder shall have ten (10) Business Days after the Call Redemption Date to elect, in a writing delivered to the Company, to exercise the Warrant in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesterms set forth herein. (c) If less than all of the Certificates are Subject to be purchased pursuant to the exercise of the Call Right9.2(b) above, the Trustee shall select the Certificates to be purchased upon redemption in accordance with the requirements procedures set forth in Section 9.2(a), the right to purchase shares of Common Stock theretofore represented by this Warrant as to which the Company has exercised its right to purchase the Warrant shall terminate, and this Warrant shall represent the right of the principal national securities exchange on which holder to receive only the Certificates are listed or, if applicable Redemption Price from the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee Company in its sole discretion shall deem to be fair and appropriateaccordance with Section 9.2. The Trustee Company’s right to purchase this Warrant pursuant to this Section 9.2 shall notify be referred to hereinafter as the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Company’s “Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption.” (d) Once such notice is mailed to Notwithstanding the Holdersforegoing, the Certificates called for purchase become due and payable if on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon the date twelve (12) months after the Call Payment Date (i) the Company completes a Qualified Public Offering, (ii) the Company agrees to complete a capital reorganization or any reclassification or recapitalization of its capital stock, (iii) the Company or any Subsidiary or their stockholders agrees to a consolidation or merger involving the Company or such Subsidiary and any other Person, (iv) the Company or any Subsidiary agrees to effect a transfer of all or substantially all the assets or capital stock of the Company or such Subsidiary to another Person, (v) a majority of the stockholders on the Call Date, the holder date hereof sells or agrees to sell in excess of 50% of the Call Right capital stock of the Company or (vi) the Company agrees, submits or consents to any voluntary or involuntary dissolution, liquidation or winding-up of the Company or any Subsidiary (each of the foregoing events being referred to as an “Adjustment Event”), then the Company shall pay to each holder as additional compensation an amount equal to the product of (a) the difference between the highest price per share paid, to be exercised shall deposit with paid or deemed received by the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates Person or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate Persons purchasing or receiving Common Stock or assets in connection with such Adjustment Event (less underwriting commissions and other appropriate costs and expenses) less the Redemption Price paid to the holder multiplied by (b) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call PriceRedemption Date. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder If the Hotel Management Agreement is terminated because of a Call Right may purchase Certificates an act or omission by the Hotel Manager that constitutes an Event of a given Series or Class from Default under the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement Hotel Management Agreement and shall include, without limitation, the following: (i) OpBiz has established its right to such termination upon the initial holder conclusion of the Call Right; dispute resolution procedures pursuant to Section 10 of the Hotel Management Agreement, as modified by the provisions of Section 12.03 of this Agreement or (ii) whether the Certificate Principal Balance or Notional Amount Hotel Manager shall not have commenced such dispute resolution procedures within five (5) Business Days of each Certificate being purchased pursuant OpBiz delivering notice of the Event of Default to the Hotel Manager, then BH/RE or any Person to whom it has transferred its rights under this Section 12.01 (the "Call Right must be Purchaser") (or its designee) shall have an Authorized Denomination; irrevocable option (iii) a "Call"), exercisable in its sole discretion, to purchase, subject to the Call Date or Dates; and (iv) terms of this Section 12.01, all of the Call PriceStarwood Members' Starwood Interests . (b) A The Call Right may be exercised by the Call Purchaser (or its designee) by delivering written notice (a "Call Notice") to Starwood and the Company at any time after such termination but prior to 180 days after such termination. Each Call Notice will set forth the option aggregate consideration to be paid for such Starwood Interests based on the determinations set forth in Section 12.01(d) (and the calculation thereof), and the time and place for the closing of the holder thereof, transaction which will be no later than (i) 120 days after the date on which the Call Notice was given to Starwood or (ii) if the Starwood Members deliver a Dispute Notice in accordance with Section 12.01(e), 120 days after the Call Terms, upon not less than 35 days' (or such shorter period acceptable date on which the matters subject to the Trustee or specified in Dispute Notice are finally and conclusively determined pursuant to Section 12.01(e). At the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Rightclosing, the Trustee shall notify Starwood Members will convey the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant Starwood Interests to the Call Right ceases to accrue on Purchaser free and after the Call Dateclear of all liens, claims and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesencumbrances. (c) If less than all The Call Purchaser will, in connection with such purchase, be entitled to receive customary representations and warranties from the Starwood Members regarding the ownership of the Certificates are and title to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptiontheir Starwood Interests. (d) Once such notice is mailed The aggregate purchase price of the Starwood Interests applicable to exercises of Call rights will be the lesser of (i) the amount the Starwood Members would be entitled to receive pursuant to Sections 6.03(a), (b) and (c) if OpBiz, MezzCo and the Company sold all of their assets for cash equal to the Holderscurrent Fair Market Value of such assets and all of the debts and obligations of OpBiz, MezzCo and the Certificates called Company were paid or provided for purchase become due and payable on OpBiz, MezzCo and the Call Date Company were dissolved and at the Call Price. Upon surrender proceeds received by the Company were distributed pursuant to Section 6.03 (taking into account the penultimate sentence of any Certificates Section 6.04) (the "Deemed Liquidation Amount") and (ii) an amount equal to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity aggregate amount of the proceedings for Starwood Members' Capital Contributions less the purchase sum of Certificates held (x) the aggregate amount of Management Fees (exclusive of Centralized Services Fees and Reimbursable Expenses) received by Holders the Starwood Members pursuant to whom such notice was properly giventhe Hotel Management Agreement through the date in question, and (y) distributions received by Starwood pursuant to Section 6.03, Section 6.04, and Section 6.05 of this Agreement. (e) At or prior to 12:00 noon on If the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection Starwood Members disagree with the Call RightPurchaser's determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company or the amount of the debts and obligations of OpBiz, MezzCo or the Company and, therefore, the aggregate consideration to be paid for the Starwood Members' Starwood Interests pursuant to this Section 12.01, the Starwood Members shall deliver notice (a "Dispute Notice") of such Certificate dispute within 20 days after Starwood receives the Call Notice. If the Starwood Members fail to deliver a Dispute Notice within such 20-day period, the Starwood Members will be deemed to have irrevocably waived their right to deliver a Dispute Notice. Any Dispute Notice must specify in reasonable detail those items or amounts as to which the Starwood Members disagree and the basis for their disagreement. The Starwood Members will be deemed to have agreed with all other items and amounts contained in the Call Notice to which no objection has been made. The parties shall negotiate in good faith to agree on the Fair Market Value or the amount of the debts and obligations of OpBiz, MezzCo or the Company, as applicable. If the parties are unable to agree on the Fair Market Value within ten days after delivery of the Dispute Notice, each of the Starwood Members, on the one hand, and the Call Purchaser, on the other hand, shall select an independent appraiser experienced in valuing hotel and casino properties and shall give written notice to the other of the appraiser so selected. The first of those parties to receive such a notice (the "First Notice") shall have ten days after receipt thereof to give the other of such parties written notice of its selection of a second appraiser (the "Second Notice"). If the Second Notice is not given within the requisite time, the Person or Persons delivering the First Notice shall use that Person's or Persons' best efforts to cause the single appraiser so selected to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. The amount set forth in that notice shall be paid the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and redeemed the Company. In the event the Second Notice is properly given within the requisite time, the Starwood Members and the Call Purchaser shall each use their best efforts to cause the appraiser selected by them or it to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. In the event the Fair Market Value of the assets of OpBiz set forth in the notice given by one of the appraisers is the same as the amount set forth in the notice given by the holder other appraiser, the amount set forth in those notices shall be the final, conclusive determination of the Call Right at Fair Market Value of the assets of OpBiz, MezzCo and the Company. In the event the amounts set forth in those notices differ but the higher of such amounts is no more than 110% of the lower of such amounts, an average of the two shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. In all other events, the Starwood Members and the Call Price. (g) Upon surrender Purchaser shall use their best efforts to cause the two appraisers to select promptly a third appraiser and to cause the third appraiser to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. The amount set forth in that notice shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. If the parties are unable to agree on the amount of debts and obligations of any Certificate that is purchased in partof OpBiz, MezzCo or the Company within ten days after delivery of the Dispute Notice, the Depositor matters subject to dispute as described in the Dispute Notice will be resolved by submission to KPMG LLP or, if it is unable or unwilling to serve, another independent accounting firm of national recognition reasonably acceptable to the parties (the "Accountants") for determination of the amount or amounts in dispute. If the items in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to the parties by the Accountants will be binding and conclusive on the parties; and (iii) the fees of the Accountants for such determination shall execute be allocated by the Accountant between the Starwood Members, on the one hand, and the Trustee shall authenticate Call Purchaser, on the other hand, as the Accountant may deem equitable based on the results of the claims and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificatedefenses.

Call Right. (ai) The holder Upon any Management Shareholder ceasing to be employed by, or providing services to, the Company or one of its Subsidiaries (a “Terminated Shareholder”) for any reason (a “Termination Event”), subject to the provisions of this Section 4.04, the Company shall have the option to purchase (the “Call Right may purchase Certificates Right”), and if such option is exercised, such Terminated Shareholder shall sell, and shall cause any Permitted Transferees of a given Series such Terminated Shareholder to sell, to the Company all or Class from any portion of the Holders thereof Company Securities (A) that are Purchased Securities acquired, prior to maturity if and as of the applicable Supplement designates such Series or Class as a Callable Series, or upon date of the occurrence of a Tax such Termination Event (the “Termination Date”), or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement (B) that are Incentive Securities acquired prior to and shall include, without limitation, the following: (i) the initial holder as of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Termination Date, and the only remaining right of Holders of or acquired after such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased Termination Date pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased Common Stock Options in accordance with the requirements terms of such Common Stock Options (together with all Purchased Securities, the “Termination Securities”), at a price per Termination Security equal to the applicable Termination Price (as determined pursuant to Section 4.04(c) below) of the principal national securities exchange Termination Securities. (ii) With respect to each Termination Security, the Company shall notify a Terminated Shareholder in writing, within the Call Period with respect to such Termination Security, whether the Company will exercise its right to purchase such Termination Security (the date on which a Terminated Shareholder is so notified, the Certificates are listed or“Call Notice Date”). The Company shall have the option to assign its right to purchase all or any portion of the Termination Securities under this Section 4.04 to any of the Avista Entities (provided that, if the Certificates are not listed on prior to assigning such right to any particular Avista Entity, all such other Avista Entities shall first be offered a national right to purchase such securities exchange, on a pro rata basis, by lot or in proportion to the number of shares of Company Securities held by such other method as Avista Entity) and any such Trustee Avista Entity may exercise the Company’s rights under this Section 4.04 in its sole discretion shall deem to be fair and appropriate. the same manner in which the Company could exercise such rights. (iii) The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing closing of the Certificates or portions purchase by the Company of Termination Securities pursuant to this Section 4.04(a) shall take place at the principal office of the Certificates Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. At such closing, (i) the Company shall pay the Terminated Shareholder and/or such Terminated Shareholder’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Securities, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Shareholder and/or such Terminated Shareholder’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Securities to be purchased by the holder Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Call Right, provided, however, that Termination Securities by any Person selling such Termination Securities pursuant to this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase 4.04 shall be deemed a representation and warranty by such Person that: (A) such Person has full right, title and interest in and to be given when mailed, whether or not the Holder receives the notice. In any event, failure such Termination Securities; (B) such Person has all necessary power and authority and has taken all necessary action to give sell such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom Termination Securities as contemplated; (C) such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due Termination Securities are free and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender clear of any Certificate in connection and all liens or encumbrances; and (D) there is no adverse claim with the Call Right, respect to such Certificate shall be paid and redeemed by the holder of the Call Right at the Call PriceTermination Securities. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder At any time between the Closing Date and the close of a business on March 31, 2022 (the “Initial Put/Call Right Period”), FAT Brands may purchase Certificates all (but not less than all) of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder 1,793,858 of the Put/Call Right; Shares (iithe “Initial Put/Call Shares”) whether at a price equal to Forty-Two Million and Five Hundred Thousand Dollars ($42,500,000) plus any and all accrued but unpaid dividends thereon through the Certificate Principal Balance or Notional Amount date of each Certificate being purchased pursuant the purchase and sale of the Put/Call Shares (the “Initial Put/Call Price”), on the terms and subject to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Priceconditions of this Section 2. (b) A At any time between the Closing Date and the close of business on September 30, 2022 (the “Secondary Put/Call Right Period”), FAT Brands may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon purchase all (but not less than 35 days' all) of 1,053,535 of the Put/Call Shares (or such shorter period acceptable the “Secondary Put/Call Shares”) at a price equal to Twenty-Five Million Dollars ($25,000,000) plus any and all accrued but unpaid dividends thereon through the date of the purchase and sale of the Put/Call Shares (the “Secondary Put/Call Price”), on the terms and subject to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) conditions of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesthis Section 2. (c) If less than all FAT Brands shall give Seller at least 15 days’ prior written notice of its election to purchase the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable (each, a “Call Notice”), which Call Notice shall be delivered prior to the end of the Certificates are Initial Put Period or the Secondary Put Period, as applicable, and shall set forth the date and time of the closing (which shall be a Business Day) of the purchase and sale of the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable (each, a “Put/Call Closing”); provided that, each Put/Call Closing shall take place on or prior to be purchased pursuant (i) the end of the Initial Put/Call Period, with respect to the exercise Initial Put/Call Shares and (ii) the end of the Secondary Put/Call RightPeriod, with respect to the Secondary Put/Call Shares. (d) Each Put/Call Closing shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the closing date; provided that, if the purchase and sale is subject to regulatory approval required by applicable securities Laws or the requirements of the Nasdaq Stock Market, such Put/Call Closing shall be extended to the date that occurs five (5) Business Days after all such approvals have been received and requirements satisfied; provided, further that, FAT Brands shall use commercially reasonable efforts to obtain any such regulatory approvals and satisfy such requirements as promptly as practicable. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Trustee Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall select be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the Certificates Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 2(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) 2, then from and after such txxx Xxxxxx shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of no longer have any Certificates to the Paying Agent, the Holders rights as holders of such Certificates shall be paid Initial Put/Call Shares and/or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and such Initial Put/Call Price. Notice of purchase Shares and/or Secondary Put/Call Shares, as applicable, shall be deemed to be given when mailedhave been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Holder receives Initial Put/Call Price and/or the notice. In any eventSecondary Put/Call Price, failure as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to give such noticeescrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, or any defect thereinas applicable, shall not affect the validity be paid to Seller immediately upon Seller’s delivery of the proceedings for the purchase requisite instruments of Certificates held by Holders to whom such notice was properly giventransfer contemplated hereby. (ei) At Notwithstanding the foregoing or anything herein to the contrary, if FAT Brands exercises its put right in accordance with this Section 2 and does not withdraw its request to purchase such Initial Put/Call Shares and/or Secondary Put/Call Shares, as applicable, and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Call Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 2 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to 12:00 noon on the Call Datesuch sale, the holder of the Call Right in which case FAT Brands’ obligations to be exercised Seller under this Section 2 shall deposit with the Paying Agent by wire transfer not so terminate and shall remain in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that datefull force and effect. (fj) If a notice has been given in the manner provided aboveFAT Brands may at any time withdraw its request to purchase such Initial Put/Call Shares and/or Secondary Put/Call Shares, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated thereinas applicable, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver prior to the Holder a new Certificate equal in principal amount consummation thereof without any liability to Seller and without prejudice to any future exercise of its rights under this Section 2 (but subject to the unredeemed portion of such surrendered Certificateapplicable time periods set forth herein).

Call Right. (a) The holder Notwithstanding anything to the contrary in Article X of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity Stockholders Agreement, if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder you incur a Termination of the Call Right; Service without Cause or by you for Good Reason, (ii) whether the Certificate Principal Balance or Notional Amount within six months following such Termination of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; Service, a Qualifying Post-Termination Event is consummated and (iii) prior to the Call Date consummation of such Qualifying Post-Termination Event, Shares or Dates; and other Equity Securities had been repurchased from you pursuant to Article X of the Stockholders Agreement, you shall receive a cash payment equal to the excess (ivif any) of (x) the Call PriceFair Market Value of the consideration that would have been paid to you in respect of such Shares or other Equity Securities upon the consummation of the Qualifying Post-Termination Event had such Shares or other Equity Securities not been repurchased pursuant to Article X of the Stockholders Agreement over (y) the consideration paid to you in respect of such repurchase of Shares pursuant to Article X of the Stockholders Agreement. (b) A Call Right may be exercised at Notwithstanding anything to the option contrary in Article X of the holder thereofStockholders Agreement, Article X shall terminate in accordance with respect of Shares held by you upon the Call Terms, upon not less than 35 days' (or such shorter period acceptable earlier to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) occur of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: a (i) the Certificate Principal Balance (or Notional Amount) Change of Certificates to be purchased; Control Transaction and (ii) the Call Price; (iii) the name and address an IPO. Notwithstanding any provisions of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to Plan or any Option award agreement incorporating the Paying Agent in order to collect terms of the Call Price; (v) that interest on Certificates called for purchase pursuant to Plan, the Call Right ceases to accrue on and after provided in Article X of the Call DateStockholders Agreement (as modified herein) shall exclusively govern, and any similar call rights established by the only remaining right Plan or Option award agreement incorporating the terms of Holders the Plan, will not be applicable. For the avoidance of doubt, however, in the event of any Termination of Service in which Options may remain eligible to vest in the future (either as a result of a Qualifying Post-Termination Event or the occurrence of a subsequent Liquidity Event), any Shares acquired upon the exercise of such Certificates is Options following vesting shall be subject to receive payment repurchase under Article X of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed Stockholders Agreement commencing on the Certificates or as contained in date of exercise of any such notice Options and that reliance may be placed only on the other identification numbers printed on the Certificatesending one year thereafter. (c) If less than all For purposes of the Certificates are Stockholders Agreement and this letter agreement, (i) the covenants applicable for the determination of a Restrictive Covenant Breach shall be limited to be purchased pursuant to Sections 5(a) and (b) of your Employment Agreement, as in effect on the exercise of date hereof and (ii) no Restrictive Covenant Breach shall have occurred unless the Call Right, applicable conduct continues following the Trustee shall select cure period described in the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionStockholders Agreement. (d) Once such notice is mailed Notwithstanding anything in the Plan, the Stockholders Agreement or this letter agreement to the Holderscontrary, in the event the Repurchase Period (as modified by this letter agreement) would otherwise expire prior to the later of (i) the 10th day after the last date any of the Principal Stockholders makes its determination of the value of the Company as of the most recently completed calendar quarter for purposes of reporting such value to its limited partners (such date of determination, the Certificates called for purchase become due and payable on “Quarterly Valuation Date”) or (ii) the Call date the Independent Expert makes its determination of Fair Market Value (such date of determination, the “Expert Valuation Date”), the Repurchase Period shall automatically be extended until the 10th day after the Quarterly Valuation Date and at or Expert Valuation Date, as applicable. Notwithstanding anything in the Call Price. Upon surrender of any Certificates Stockholders Agreement (as modified by this letter agreement) or this letter agreement to the Paying Agentcontrary, in the event of a Termination of Service in which Section 2.1(b)(iii), Section 2.2(c), Section 2.3(c) or Section 2.5, in each case, of the Stock Option Agreement applies, then Shares issuable with respect to any Options that may become vested pursuant to such Sections (other than Section 2.5 of the Stock Option Agreement) on or prior to a Change of Control Transaction or an IPO shall not be repurchased by the Company until such Options become vested and Shares issuable with respect to any Options that become vested under Section 2.5 of the Stock Option Agreement on or prior to a Change of Control Transaction or an IPO shall not be repurchased by the Company until the earlier of the date such Options become vested or the first anniversary of your Termination of Service. (e) Notwithstanding anything in the Plan, the Holders Stockholders Agreement or this letter agreement to the contrary, for purposes of such Certificates shall be Section 10.3(b)(ii) of the Stockholders Agreement, the purchase price paid for each Share received by you pursuant to the Call Price. Notice Rollover Agreement entered into by you, dated as of purchase April 26, 2017, shall be deemed to be given when mailed, whether or not the Holder receives the notice. In $27.086 less any event, failure amounts paid to give such notice, or any defect therein, shall not affect the validity you by way of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender dividends and/or distributions of any Certificate in connection kind with the Call Rightrespect to such Share (such price as proportionately adjusted for any stock split, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver reverse stock split or similar event with respect to the Holder a new Certificate equal in principal amount to Shares occurring after the unredeemed portion of such surrendered CertificateClosing).

Call Right. (a) The holder Participant agrees and acknowledges that Xxxxx Xxxxx (“Xxxxx”) shall have the right and option, at any time following the termination of a the Participant’s employment with the Company and its Subsidiaries, to purchase any or all of the Monarch Units (as determined in his discretion) received by the Participant pursuant to this Agreement in accordance with the following procedures (the “Call Right may purchase Certificates Option”). All Monarch Units subject to the Call Option shall be purchased at the fair market value determined by the Board for Monarch Units as of a given Series the most recent valuation date coincident with or Class from immediately preceding the Holders thereof prior to maturity if date of the applicable Supplement designates Call Option (such Series or Class as a Callable Seriesaggregate price, or upon the occurrence of a Tax Event or an Optional Redemption“Call Price”). The Call Terms Option shall be communicated to the Participant in writing and shall set forth in the applicable Supplement number of Monarch Units to be purchased and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Priceprice per unit. (b) A Call Right may be exercised at the option Upon notice of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) purchase by Xxxxx of the Certificates Monarch Units pursuant to be purchased this Section 3, the Participant shall promptly surrender to Xxxxx, free and shall reference clear of any liens or encumbrances, any certificates representing the Call Price and Monarch Units being sold, together with a duly executed stock power for the Call Datetransfer of such Monarch Units to Xxxxx or Xxxxx’ assignee or assignees. On Upon Xxxxx’ or prior to the second Business Day following his assignee’s receipt of such notice the certificates from the holder Participant, Xxxxx or his assignee or assignees shall, not later than ten (10) business days following the date of the Call RightOption, deliver to the Trustee shall notify Participant a check in the Holders amount of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) . Upon the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender Price, Xxxxx shall become the legal and beneficial owner of the Certificates Monarch Units being repurchased and all rights and interests therein or relating thereto, free of all restrictions imposed under this Agreement, and Xxxxx shall have the right to retain and transfer to his own name the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is number of Monarch Units being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesrepurchased by Xxxxx. (c) If less than Whenever Xxxxx shall have the right to purchase Monarch Units hereunder, Xxxxx may designate and assign one or more persons or organizations to exercise all or a part of the Certificates are to be purchased pursuant to the exercise Xxxxx’ purchase rights under this Agreement and purchase all or a part of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionMonarch Units. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due The Participant agrees and payable on acknowledges that the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates Option under this Section 3 shall be paid the Call Price. Notice of purchase shall be deemed exercisable with respect to be given when mailedhis beneficiary or beneficiaries, whether or not the Holder receives the notice. In his estate and any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly givenother legal representative. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. If, on any date commencing thirty (a30) The holder days after the date hereof, the closing sales price of the Common Stock for any period of five (5) consecutive Trading Days (the “Measurement Period”) exceeds 2x exercise price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issue Date), then the Company may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.01 per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the fifth (5th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Right may purchase Certificates of a given Series or Class from Notice that are tendered through 6:30 p.m. (New York City time) on the Holders thereof prior Call Date. Notwithstanding anything to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be contrary set forth in the applicable Supplement and shall include, without limitationthis Warrant, the following: Company may not deliver a Call Notice or require the cancellation of this Warrant (iand any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, Company shall have honored in accordance with the Call Terms, upon not less than 35 days' terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (or such shorter period acceptable to the Trustee or specified in the applicable SupplementNew York City time) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, (2) a registration statement shall be effective as to the holder Warrant Shares underlying the unexercised portion of the Call Right Warrant subject to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price Notice, and the prospectus thereunder shall be available, for the resale of such Warrant Shares to the public (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date), (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of the Certificates to be redeemed on that dateWarrant Shares. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder IPCO Notes Claimholders agree that following (i) an acceleration (or deemed acceleration as a result of the commencement of an Insolvency or Liquidation Proceeding with respect to any IPCO Notes Obligor) of any IPCO Notes Obligations in accordance with the terms of the IPCO Notes Indentures, (ii) the occurrence of a payment default or any other act or failure to act by the Licensee or a Payor under any IPCO Trademark License Agreement that would permit Licensor to terminate any IPCO Trademark License Agreement or (iii) the earlier to occur of (A) the termination of any IPCO Trademark License Agreement or (B) the delivery of notice of breach or termination by the Licensor under any IPCO Trademark License Agreement (each, a “Purchase Event”), the Term Loan Claimholders may, at their sole expense and effort, upon delivery of a Call Right may purchase Certificates of a given Series or Class Election Notice from the Holders thereof prior Term Loan Agent (acting pursuant to maturity if the applicable Supplement designates written direction of the Purchasing Term Loan Claimholders (as such Series term is defined below)) to each IPCO Notes Trustee, irrevocably elect to acquire from the IPCO Notes Claimholders, without warranty or Class as a Callable Seriesrepresentation or recourse from or to the IPCO Notes Claimholders, or upon all (but not less than all) of the IPCO Notes Obligations outstanding on the date of such purchase, for the purchase price specified below, and all rights of the IPCO Notes Claimholders under the IPCO Notes Documents; provided that (x) any such call right must be exercised within 45 days after the initial occurrence of a Tax any Purchase Event (such 45 day period, the “Call Right Election Period”), provided that if, during the Call Right Election Period, any Insolvency or an Optional Redemption. The Call Terms Liquidation Proceeding shall be set forth in commenced with respect to any IPCO Notes Obligor, such call right must be exercised by the applicable Supplement and shall include, without limitation, the following: later to occur of (iI) the initial holder date occurring 15 days after the commencement of such Insolvency or Liquidation Proceeding and (II) the end of the Call Right; Right Election Period, (iiy) whether the Certificate Principal Balance IPCO Notes Trustees and the IPCO Notes Claimholders shall retain all rights to be indemnified or Notional Amount to be held harmless by the IPCO Obligors in accordance with the terms of each Certificate being purchased pursuant the IPCO Notes Documents, and (z) the Purchasing Term Loan Claimholders shall have paid to the IPCO Notes Trustees, for the account of the respective IPCO Notes Claimholders, in immediately available funds, a purchase price in an amount equal to (I) 110% of the principal amount of such IPCO Notes Obligations outstanding on the Purchase Date (but in no event greater than 110% of the sum of (x) $346,596,000 plus (y) the aggregate principal amount of any additional notes issued under the IPCO Notes Indentures after the date hereof and permitted thereunder (as in effect on the date hereof)) less (z) the aggregate principal amount of any prepayments or redemptions made under IPCO Notes Indentures as of the Purchase Date)), plus (II) all accrued and unpaid interest thereon plus (III) all accrued and unpaid costs and expenses (including reasonable attorney’s fees and costs). Absent receipt by each IPCO Notes Trustee of a Call Right must be an Authorized Denomination; (iii) Election Notice from the Call Date or Dates; and (iv) Term Loan Agent within the Call Priceprescribed period, the IPCO Notes Trustees can assume that no Purchase Event has occurred. (b) A Call Right may be exercised at In order to effectuate the option foregoing, each IPCO Notes Trustee shall calculate, upon the written request of the holder thereofTerm Loan Agent or the Purchasing Term Loan Claimholders from time to time, in accordance the aggregate amount of principal and accrued and unpaid interest with the Call Terms, upon not less than 35 days' (or such shorter period acceptable respect to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) IPCO Notes Obligations as of the Certificates to be purchased Purchase Date and shall reference provide the Call Price and the Call Date. On or prior to the second Business Day following receipt amount of any unpaid expenses of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesIPCO Notes Trustee. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased right set forth in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c2 is exercised: (1) the parties shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable close on the Call Date and at date occurring ten (10) Business Days after the Call Price. Upon surrender date of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held receipt by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder each IPCO Notes Trustee of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that Election Notice (such date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on “Purchase Date”; the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder period from receipt of the Call Right at Election Notice through and including the date of the closing of the call right transaction contemplated by this Section 2, the “Call Right Notice Period”), (2) such IPCO Notes Obligations shall be purchased pro rata among the Term Loan Claimholders giving notice to the Term Loan Agent of their intent to exercise the purchase option hereunder (the “Purchasing Term Loan Claimholders”) according to the Purchasing Term Loan Claimholders’ portion of the Term Loan Obligations outstanding on the date of purchase pursuant to this Section 2 (or pursuant to such other allocation as the Purchasing Term Loan Claimholders may agree), and each IPCO Notes Trustee shall arrange for the delivery of the IPCO Notes to the designee of the Purchasing Term Loan Claimholders specified in the Call Price. Right Election Notice (gwhich for the avoidance of doubt, will not be the Term Loan Agent unless the Term Loan Agent otherwise agrees in writing) Upon surrender of any Certificate that is purchased in partwho will distribute such IPCO Notes to the Purchasing Term Loan Claimholders, and (3) during the Call Right Notice Period, the Depositor IPCO Notes Claimholders shall execute (x) refrain from taking any enforcement action or exercise of remedies with respect to any IPCO Trademark License Agreement or the intellectual property of the IPCO Notes Obligors and (y) shall terminate any existing enforcement action or exercise of remedies with respect to any IPCO Trademark License Agreement or the Trustee shall authenticate and deliver intellectual property of the IPCO Notes Obligors, to the Holder a new Certificate equal in principal amount extent commenced prior to the unredeemed portion commencement of such surrendered Certificatethe Call Right Notice Period. In connection with the foregoing, the Purchasing Term Loan Claimholders shall provide any transmittal, wire or other similar instructions or information reasonably required by the IPCO Notes Trustees in order to effectuate the purchase contemplated hereby. For the avoidance of doubt, except for providing a Call Right Election Notice to the IPCO Notes Trustees upon the written direction of the Purchasing Term Loan Claimholders, the Term Loan Agent shall have no responsibility with respect to this Section 2, including, without limitation, any duty to confirm whether a Purchase Event has occurred, to provide notice of the occurrence of a Purchase Event or to perform, monitor or verify any calculation contemplated or required hereunder. Following the occurrence of a Purchase Event, each IPCO Notes Trustee agrees not to resign under the IPCO Notes Indenture to which it is a party until the date following the later of (i) the Purchase Date, (ii) the expiration of the Call Right Election Period (subject to extension pursuant to clause (a)(x) above) and (iii) the date any successor trustee is appointed under the relevant IPCO Notes Indenture who accedes to this Agreement by delivering a signature page hereto. Nothing herein shall prohibit an IPCO Notes Trustee from availing itself of its rights under Section 7.08 of each IPCO Notes Indenture to petition a court of competent jurisdiction for the appointment of a successor trustee pursuant to the terms therein.

Call Right. (a) Subject to the provisions of this Section 13, if after ---------- the six-month anniversary of the Effective Date, the Closing Price of the Borrower's Common Stock on the Nasdaq National Market is equal to or above $40.00 (as adjusted for any stock splits, stock combinations, stock dividends and other similar events) (the "THRESHOLD PRICE") for each of 10 consecutive Trading Days, then the Borrower shall have the right, but not the obligation (the "CALL RIGHT"), on thirty (30) days prior written notice to the Lender to redeem any portion of this Note for which a Conversion Notice has not yet been delivered (the "CALL AMOUNT"). (b) To exercise this Call Right, the Borrower shall deliver to the Lender an irrevocable written notice (a "CALL NOTICE"), indicating the Call Amount. The holder date that the Borrower delivers the Call Notice to the Lender shall be referred to as the "CALL DATE." Within thirty (30) days of a receipt of the Call Right Notice, and provided that the Lender is permitted to convert this Note pursuant to Section 5 above, the Lender may purchase Certificates convert this Note in whole or in part in accordance with Section 5 above. Any portion of a given Series or Class the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th day following the date of receipt of the Call Notice (the "REDEMPTION DATE") shall be cancelled upon the payment by the Borrower to the Lender of the Call Amount, plus all accrued but unpaid interest thereon through the date of payment. Any portion of this Note to which the Call Notice does not pertain (the "REMAINING PORTION") will be unaffected by such Call Notice. The Borrower covenants and agrees that it will honor any Conversion Notice with respect to the Call Amount that is tendered to the Borrower from the Holders thereof prior time of delivery of the Call Notice through and including 6:30 p.m. (New York City time) on the Redemption Date. (c) Notwithstanding anything to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be contrary set forth in the applicable Supplement and shall include, without limitationthis Note, the following:Borrower may not deliver a Call Notice or require the cancellation of any unexercised Call Amount (and any Call Notice will be void), unless from the beginning of the 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date (the "CALL PERIOD") (i) the initial holder Borrower shall have honored in accordance with the terms of this Note any Conversion Notice delivered by 6:30 p.m. (New York City time) on or prior to the Call Right; Redemption Date, (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; all Equity Conditions Are Satisfied, and (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Closing Price of the Certificates Borrower's Common Stock is equal to be redeemed on that date. (f) If a notice has been given in or above the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Threshold Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder At any time between the Closing Date and the close of a business on April 22, 2022 (the “Put/Call Right Period”), FAT Brands may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: all (ibut not less than all) the initial holder of the Put/Call Right; Shares at a price equal to Sixty-Seven Million and Five Hundred Thousand Dollars (ii$67,500,000) whether plus any and all accrued but unpaid dividends through the Certificate Principal Balance or Notional Amount date of each Certificate being purchased pursuant the purchase and sale of the Put/Call Shares (the “Put/Call Price”), on the terms and subject to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Priceconditions of this Section 2. (b) A FAT Brands shall give Seller at least 15 days’ prior written notice of its election to purchase the Put/Call Right may be exercised at Shares (the option “Call Notice”), which Call Notice shall set forth the date and time of the holder thereofClosing (which shall be a Business Day); provided, in accordance with the Call Termshowever, upon not less than 35 days' (or such shorter period acceptable that by written notice delivered to the Trustee or specified in the applicable Supplement) nor more than 60 days' Seller prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) then scheduled date of the Certificates closing, FAT Brands shall have the right on one or more occasions to defer then scheduled closing to a later date (which shall be purchased and shall reference a Business Day) but not beyond the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder last day of the Put/Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesPeriod. (c) If less than all The closing of the Certificates are purchase and sale of the Put/Call Shares shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the closing date; provided that if the purchase and sale is subject to be purchased regulatory approval or requires third party consents or waivers pursuant to any material contract to which FAT Brands is bound, the exercise closing date shall be extended to the date that occurs five (5) Business Days after all such approvals, consents and waivers have been received (even if beyond the Put/Call Period). (d) At the closing, Seller shall, and shall cause the Permitted Transferees to, (i) deliver to FAT Brands instrument(s) of transfer, in form and substance reasonably acceptable to FAT Brands, sufficient to transfer, free and clear of all Encumbrances (other than Permitted Equity Encumbrances), the Put/Call Shares, (ii) execute and deliver to FAT Brands a certificate in form and substance reasonably acceptable to FAT Brands containing customary representations and warranties with respect to title to and ownership of the Put/Call RightShares, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other certificates and documents and take such other actions as may be reasonably requested by FAT Brands to consummate such transactions. (e) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Put/Call Price (it being agreed by Seller that it shall be responsible to disburse such amount among the Permitted Transferees who are selling Put/Call Shares). Payment, after deducting all tax and other required withholdings, shall be made by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the closing. (f) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Trustee shall select consideration for the Certificates Put/Call Shares to be purchased in accordance with this Section 2, then from and after such txxx Xxxxxx and the requirements Permitted Transferees shall no longer have any rights as holders of the principal national securities exchange on which Put/Call Shares (other than the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by right of Seller to receive payment of such other method as such Trustee consideration in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor accordance herewith) and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Put/Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase Shares shall be deemed to be given when mailedhave been purchased in accordance with the applicable provisions hereof, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity instrument(s) of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit transfer with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has respect thereto have been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Pricedelivered as required hereby. (g) Upon surrender of FAT Brands may at any Certificate that is purchased in part, the Depositor shall execute time withdraw its request to purchase Put/Call Shares without any liability to Seller and the Trustee shall authenticate Permitted Transferees, Seller’s Affiliates or any other Person and deliver without prejudice to any future exercise of its rights under this Section 2 (but subject to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificateapplicable time periods set forth herein).

Call Right. If the Merger Closing does not occur on or before September 1, 2015, then, at any time thereafter, the Company shall have the right to purchase all of the Parent Shares held by Parent and its assignees, transferees and successors (the “Repurchase”) in exchange for a cash payment equal to the sum of (a) The holder the Investment Purchase Price plus (b) the product of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; Investment Purchase Price, (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; four percent (4%) and (iii) the Call Date or Dates; and quotient of (ivA) the Call Price. (b) A Call Right may be exercised at number of complete days that have elapsed between the option Investment Closing Date and the date of the holder thereofRepurchase and (B) three hundred and sixty-five (365) (the “Repurchase Price”) by providing written notice to Parent and its assignees, transferees and successors of the Company’s election of such right (the “Repurchase Notice”). The Company shall effect the Repurchase on a date that is not more than one-hundred twenty (120) days after it provides written notice of the Repurchase election to Parent and its assignees, transferees and successors (the “Repurchase Closing”). At the Repurchase Closing, (1) Parent (or its assignees, transferees or successors) will deliver to the Company the original stock certificate evidencing the Parent Shares, free and clear of all Encumbrances, and a duly executed irrevocable stock power for the Parent Shares executed in accordance blank by Parent in form and substance satisfactory to the Company and (2) Company will deliver to Parent the Repurchase Price. In addition to all of the other restrictions on, and obligations of, Parent with respect to any sale, assignment or other transfer of the Parent Shares under the Company’s bylaws, certificate of incorporation, the ROFR Agreement, the Investors’ Rights Agreement, the Voting Agreement and applicable law, as a condition precedent to any sale, assignment or other transfer of any Parent Shares, the purchaser, assignee or transferee of such Parent Shares shall agree in writing with the Call TermsCompany that such purchaser, upon not less than 35 days' (assignee or transferee and such shorter period acceptable Parent Shares shall be subject to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) rights of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call DateCompany, and the only remaining right obligations of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) thatParent, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that under this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption6.7. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of If a Call Right may purchase Certificates of a given Series or Class from the Holders thereof Event occurs prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence earlier of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder consummation of the Call Right; a Qualified Transaction and (ii) whether the Certificate Principal Balance date on which the Company Guarantees have been fully and unconditionally released, Investors holding a majority of the shares of Common Stock held by all Investors may thereafter, by written notice to Parent (an “Investor Call Notice”), elect to purchase (or Notional Amount cause one or more of each Certificate being purchased pursuant its designees to purchase), for cash, up to a number of shares of Common Stock owned by Parent, the proceeds of which would pay off the remaining amounts due under the Existing Debt (the “Parent Shares”) at a price per share equal to the Call Right must be an Authorized Denomination; Share Price. The Investors delivering the Investor Call Notice shall permit any other requesting Investor the opportunity to purchase its pro rata share of the Parent Shares pursuant to this Section. The Investor Call Notice shall set forth (iiix) the proposed date of purchase of the Parent Shares which shall be no later than 15 days after the date of the Investor Call Date Notice (subject to the receipt of all governmental approvals (or Datesthe lapse of all governmental waiting periods)); and and (ivy) the Call Priceplace or places where certificates for the Parent Shares are to be surrendered for payment. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified Parent shall cooperate fully in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) sale of the Certificates to be purchased shares contemplated by this Section 4.06, and shall reference take all actions reasonably requested by the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call RightInvestors in connection therewith, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: including, (i) selling each Parent Share at the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; Call Share Price and otherwise on the terms and conditions contemplated by this Agreement, (ii) to the Call Price; extent applicable, voting all of the Parent Shares in favor of such sale, (iii) cooperating with the name Investors in obtaining all consents required for consummation of such sale and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered waiving any appraisal or dissenters rights applicable to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatessale. (c) If less Notwithstanding anything in this Agreement or the Parent Registration Rights Agreement, to the contrary, after delivery of an Investor Call Notice, Parent shall not Transfer any Parent Shares other than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption4.06. (d) Once such notice is mailed In connection with any sale consummated pursuant to the HoldersInvestor Call Right, the Certificates called for purchase become due seller shall pay its own legal fees and payable on shall not be obligated to make any representations or warranties to the Call Date applicable purchaser other than with respect to such sellers’ existence, authority to enter into such a sale transaction, receipt of all necessary consents with respect such sale transaction and at ownership and valid transfer of the Call PriceParent Shares, free and clear of all Liens. Upon surrender At the closing of any Certificates to such sale, Parent shall deliver certificates evidencing the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed Capital Stock to be given when mailedsold or cancelled in connection with such sale, whether duly endorsed for transfer or not the Holder receives the notice. In any eventaccompanied by stock powers executed in blank, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder against payment of the Call Right to be exercised shall deposit with the Paying Agent Share Price therefore by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of account or accounts specified by such surrendered Certificateholder.

Call Right. (a) The holder Subject to the terms of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Seriesthis Section 5.02, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall includeat any time after March 1, without limitation2023, the following:Company shall have the right (the “Call Right”), but not the obligation, to cause the GEG Common Stockholder to sell all, but not less than all, of the shares of Common Stock owned by the GEG Common Stockholder (the “Call Shares”) at the Call Purchase Price (as defined below). (b) If the Company desires to exercise the Call Right, the Company shall deliver to the GEG Common Stockholder a written, unconditional and irrevocable notice (the “Call Exercise Notice”) exercising the Call Right. (c) The GEG Common Stockholders shall at the closing of any purchase consummated pursuant to this Section 5.02, represent and warrant to the Company that (i) the initial holder of GEG Common Stockholder has full right, title, and interest in and to the Call Right; Shares, (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant GEG Common Stockholder has all the necessary power and authority and has taken all necessary action to the sell such Call Right must be an Authorized Denomination; Shares as contemplated by this Section 5.02, and (iii) the Call Date Shares are free and clear of any and all Liens other than those arising as a result of or Dates; and (iv) under the Call Price. (b) A Call Right may be exercised at the option terms of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionAgreement. (d) Once such notice is mailed The closing of the sale of Call Shares pursuant to this Section 5.02 shall take place no later than five Business Days following the Holders, the Certificates called for purchase become due and payable on final determination of the Call Date Purchase Price (or such other date as agreed upon between the Company and the GEG Common Stockholder). The Company shall give the GEG Common Stockholder at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity least two Business Days written notice of the proceedings for date of the purchase of Certificates held by Holders to whom such notice was properly givenclosing (the “Call Right Closing Date”). (e) At or prior The aggregate purchase price for the Call Shares pursuant to 12:00 noon which the Company shall purchase, and at which price the GEG Common Stockholder shall be required to sell, the Call Shares (the “Call Purchase Price”) shall be equal to the product of (i) the Fair Market Value of a share of Common Stock as determined in accordance with Section 5.03 and (ii) the number of Call Shares. The Company will pay the Call Purchase Price by wire transfer of immediately available funds on the Call Right Closing Date. Until the Promissory Note has been paid in full, the holder Call Purchase Price shall be applied by the Company to the outstanding balance under the Promissory Note, and any amount of the Call Right Purchase Price in excess thereof shall be paid to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that dateGEG Common Stockholder. (f) If a notice has been given in The Company and the manner provided aboveGEG Common Stockholder shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 5.02, the Certificates including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Priceappropriate. (g) Upon surrender At the closing of any Certificate that is purchased in partsale and purchase pursuant to this Section 5.02, the Depositor GEG Common Stockholder shall execute and the Trustee shall authenticate and deliver to the Holder Company a new Certificate equal in principal amount certificate or certificates representing the Call Shares to the unredeemed portion of such surrendered Certificatebe sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary.

Call Right. (a) The holder If the Hotel Management Agreement is terminated because of a Call Right may purchase Certificates an act or omission by the Hotel Manager that constitutes an Event of a given Series or Class from Default under the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement Hotel Management Agreement and shall include, without limitation, the following: (i) OpBiz has established its right to such termination upon the initial holder conclusion of the Call Right; dispute resolution procedures pursuant to Section 10 of the Hotel Management Agreement, as modified by the provisions of Section 12.03 of this Agreement or (ii) whether the Certificate Principal Balance or Notional Amount Hotel Manager shall not have commenced such dispute resolution procedures within five (5) Business Days of each Certificate being purchased pursuant OpBiz delivering notice of the Event of Default to the Hotel Manager, then BH/RE or any Person to whom it has transferred its rights under this Section 12.01 (the "Call Right must be Purchaser") (or its designee) shall have an Authorized Denomination; irrevocable option (iii) a "Call"), exercisable in its sole discretion, to purchase, subject to the Call Date or Dates; and (iv) terms of this Section 12.01, all of the Call PriceStarwood Members' Starwood Interests. (b) A The Call Right may be exercised by the Call Purchaser (or its designee) by delivering written notice (a "Call Notice") to Starwood and the Company at any time after such termination but prior to 180 days after such termination. Each Call Notice will set forth the option aggregate consideration to be paid for such Starwood Interests based on the determinations set forth in Section 12.01(d) (and the calculation thereof), and the time and place for the closing of the holder thereof, transaction which will be no later than (i) 120 days after the date on which the Call Notice was given to Starwood or (ii) if the Starwood Members deliver a Dispute Notice in accordance with Section 12.01(e), 120 days after the Call Terms, upon not less than 35 days' (or such shorter period acceptable date on which the matters subject to the Trustee or specified in Dispute Notice are finally and conclusively determined pursuant to Section 12.01(e). At the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Rightclosing, the Trustee shall notify Starwood Members will convey the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant Starwood Interests to the Call Right ceases to accrue on Purchaser free and after the Call Dateclear of all liens, claims and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesencumbrances. (c) If less than all The Call Purchaser will, in connection with such purchase, be entitled to receive customary representations and warranties from the Starwood Members regarding the ownership of the Certificates are and title to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptiontheir Starwood Interests. (d) Once such notice is mailed The aggregate purchase price of the Starwood Interests applicable to exercises of Call rights will be the lesser of (i) the amount the Starwood Members would be entitled to receive pursuant to Sections 6.03(a), (b) and (c) if OpBiz, MezzCo and the Company sold all of their assets for cash equal to the Holderscurrent Fair Market Value of such assets and all of the debts and obligations of OpBiz, MezzCo and the Certificates called Company, including tax liabilities, were paid or provided for purchase become due and payable on OpBiz, MezzCo and the Call Date Company were dissolved and at the Call Price. Upon surrender proceeds received by the Company were distributed pursuant to Section 6.03 (taking into account the penultimate sentence of any Certificates Section 6.04) (the "Deemed Liquidation Amount") and (ii) an amount equal to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity aggregate amount of the proceedings for Starwood Members' Capital Contributions less the purchase sum of Certificates held (x) the aggregate amount of Management Fees (exclusive of Centralized Services Fees and Reimbursable Expenses) received by Holders the Starwood Members pursuant to whom such notice was properly giventhe Hotel Management Agreement through the date in question, and (y) distributions received by Starwood pursuant to Section 6.03, Section 6.04, and Section 6.05 of this Agreement. (e) At or prior to 12:00 noon on If the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection Starwood Members disagree with the Call RightPurchaser's determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company or the amount of the debts and obligations of OpBiz, MezzCo or the Company and, therefore, the aggregate consideration to be paid for the Starwood Members' Starwood Interests pursuant to this Section 12.01, the Starwood Members shall deliver notice (a "Dispute Notice") of such Certificate dispute within 20 days after Starwood receives the Call Notice. If the Starwood Members fail to deliver a Dispute Notice within such 20-day period, the Starwood Members will be deemed to have irrevocably waived their right to deliver a Dispute Notice. Any Dispute Notice must specify in reasonable detail those items or amounts as to which the Starwood Members disagree and the basis for their disagreement. The Starwood Members will be deemed to have agreed with all other items and amounts contained in the Call Notice to which no objection has been made. The parties shall negotiate in good faith to agree on the Fair Market Value or the amount of the debts and obligations of OpBiz, MezzCo or the Company, as applicable. If the parties are unable to agree on the Fair Market Value within ten days after delivery of the Dispute Notice, each of the Starwood Members, on the one hand, and the Call Purchaser, on the other hand, shall select an independent appraiser experienced in valuing hotel and casino properties and shall give written notice to the other of the appraiser so selected. The first of those parties to receive such a notice (the "First Notice") shall have ten days after receipt thereof to give the other of such parties written notice of its selection of a second appraiser (the "Second Notice"). If the Second Notice is not given within the requisite time, the Person or Persons delivering the First Notice shall use that Person's or Persons' best efforts to cause the single appraiser so selected to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. The amount set forth in that notice shall be paid the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and redeemed the Company. In the event the Second Notice is properly given within the requisite time, the Starwood Members and the Call Purchaser shall each use their best efforts to cause the appraiser selected by them or it to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. In the event the Fair Market Value of the assets of OpBiz set forth in the notice given by one of the appraisers is the same as the amount set forth in the notice given by the holder other appraiser, the amount set forth in those notices shall be the final, conclusive determination of the Call Right at Fair Market Value of the assets of OpBiz, MezzCo and the Company. In the event the amounts set forth in those notices differ but the higher of such amounts is no more than 110% of the lower of such amounts, an average of the two shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. In all other events, the Starwood Members and the Call Price. (g) Upon surrender Purchaser shall use their best efforts to cause the two appraisers to select promptly a third appraiser and to cause the third appraiser to determine promptly the Fair Market Value of the assets of OpBiz, MezzCo and the Company and to give written notice of its determination to the Starwood Members, the Call Purchaser and the Company promptly thereafter. The amount set forth in that notice shall be the final, conclusive determination of the Fair Market Value of the assets of OpBiz, MezzCo and the Company. If the parties are unable to agree on the amount of debts and obligations of any Certificate that is purchased in partof OpBiz, MezzCo or the Company within ten days after delivery of the Dispute Notice, the Depositor matters subject to dispute as described in the Dispute Notice will be resolved by submission to KPMG LLP or, if it is unable or unwilling to serve, another independent accounting firm of national recognition reasonably acceptable to the parties (the "Accountants") for determination of the amount or amounts in dispute. If the items in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to the parties by the Accountants will be binding and conclusive on the parties; and (iii) the fees of the Accountants for such determination shall execute be allocated by the Accountant between the Starwood Members, on the one hand, and the Trustee shall authenticate Call Purchaser, on the other hand, as the Accountant may deem equitable based on the results of the claims and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificatedefenses.

Call Right. (a) The holder Following a Lone Star Change of Control, Welspun may, at its option, purchase all, but not less than all, of Lone Star’s (and its Affiliates’) Common Interest, Preferred Interest, Company Loan and Bridge Financing at the Call Exercise Price (as defined herein) in the manner provided in this Section 8.12 so long as Welspun provides the Call Notice (as defined below) within 90 days following Welspun’s receipt of Notice of a Lone Star Change of Control. (b) Following a Welspun Change of Control, Lone Star may, at its option, purchase all, but not less than all, of Welspun’s (and its Affiliates’) Common Interest, Preferred Interest, Company Loan and Bridge Financing at the Call Right may purchase Certificates Exercise Price in the manner provided in this Section 8.12 so long as Lone Star provides the Call Notice within 90 days following Lone Star’s receipt of Notice of a given Series Welspun Change of Control. (c) The Member electing to initiate the call option pursuant to Sections 8.12(a) or Class from (b) (the Holders thereof prior “Call Initiating Member”) shall give Notice (the “Call Notice”) to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon other Member (the occurrence of a Tax Event or an Optional Redemption“Call Selling Member”). The Call Terms Notice shall be set forth irrevocable and shall not be given while a sale is pending under Sections 8.5, 8.6, 8.8 or 8.9. The Call Notice shall specify the date on which the closing shall occur (the “Call Closing Date”), which shall be no later than the later of (x) 75 days after the date of the Call Notice and (y) receipt of all required regulatory approvals. At least 3 days prior to the Call Closing Date, the Call Selling Member shall provide an estimate of the Additional Return to the Call Initiating Member. Following the Call Closing Date, in the applicable Supplement and shall include, without limitationevent that the final amount of the Additional Return is different than the estimate provided pursuant to the preceding sentence, the followingCall Selling Member may submit an invoice to the Call Initiating Member for the amount of the difference, and the Call Initiating Member shall pay such amounts within 30 days in U.S. dollars in immediately available funds. (d) The price for the Common Interest, Preferred Interest, Company Loan and Bridge Financing of the Call Selling Member (the “Call Exercise Price”) shall equal the sum of: (i) the initial holder of the Call RightCommon Interests Value; (ii) whether the Certificate Principal Balance or Notional Amount outstanding amount of each Certificate being purchased pursuant to all Preferred Interests held by the Call Right must be an Authorized DenominationSelling Member and its Affiliates, including all accrued and unpaid dividends to and including the Call Closing Date; (iii) the outstanding amount of all Company Loans held by the Call Date or Dates; andSelling Member and its Affiliates including all accrued and unpaid interest to and including the Call Closing Date; (iv) the outstanding amount of all Bridge Loans held by the Call Price.Selling Member and its Affiliates, including all accrued and unpaid interest to and including the Call Closing Date; and (bv) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' Additional Return (or such shorter period acceptable to the Trustee or specified e) The closing transaction contemplated by this Section 8.12 shall occur in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price U.S. and the Call DateExercise Price shall be paid through U.S. financial institutions in U.S. dollars in immediately available funds. On or prior If the Call Initiating Member defaults in its obligation to complete the second Business Day following receipt of such notice from transaction by the holder later to occur of the Call RightClosing Date and the receipt of any required regulatory approvals for such transaction, then, at the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: Call Selling Member’s option, (i) the Certificate Principal Balance (Call Initiating Member’s right to complete the transaction shall be terminated and the Call Selling Member shall have no further obligations under this Section 8.12 or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect Selling Member may enforce the Call Price; (v) that interest on Certificates called for purchase pursuant to Initiating Member’s obligation through specific performance, but the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Exercise Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held increased by Holders to whom such notice was properly given10 percent. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder At any time after the Put/Call Effective Date, the Company shall have the option, exercisable by written notice to a Securityholder (the "Call Notice"), to require any Securityholder sell to the Company all or any portion of a the Securities then held by the Securityholder as specified by the Company in the Call Right may purchase Certificates of a given Series or Class from Notice. Any Call Notice furnished by the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms Company shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder sent to all of the Securityholders. Any Call Right; (ii) whether Notice that is for fewer than all of the Certificate Principal Balance or Notional Amount outstanding Warrant Shares and all of each Certificate being purchased pursuant the outstanding Warrants shall apply pro rata to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call PriceSecurityholders on a common share equivalent basis. (b) A Upon receipt of a Call Right may be exercised at Notice, each Securityholder shall, on the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or date specified in the applicable SupplementCall Notice (which shall not be less than thirty (30) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to days after the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder date of the Call RightNotice), sell to the Trustee shall notify Company the Holders Securities held by such Securityholder with respect to which such request has been made, free and clear of all Liens, upon payment to the Certificates Securityholder by first class mail; such notices shall state: the Company of an amount of cash equal to the sum of (i) an amount equal to the Certificate Principal Balance (or Notional Amount) Fair Market Value at the close of Certificates to be purchased; business on the date of the Call Notice multiplied by the number of outstanding Warrant Shares then owned by the Securityholder, and (ii) for each Warrant or portion thereof, an amount equal to the Call Price; excess of (iiiA) the name and address product of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase number of Warrant Shares then purchasable pursuant to the Call Right ceases to accrue on and after the Call Date, Warrant or portion thereof and the only remaining right of Holders of such Certificates Fair Market Value on the date the request is delivered to receive payment the Company over (B) the product of the Call Price upon surrender number of the Certificates Warrant Shares then purchasable pursuant to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS Warrant or ISIN number, no representation is being made as to portion thereof and the correctness of exercise price per share under the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesWarrants. (c) If less than all In connection with the consummation of the Certificates are to be purchased proposed Transfer pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders5, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified each Securityholder participating in such notice to be purchased Transfer shall become due execute and payable on deliver all documents, instruments and certificates (including, without limitation, certificates representing the Call Date at Warrants or the Call Price stated thereinWarrant Shares and duly executed stock powers, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with as the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call PriceCompany may reasonably request. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionEvent. The Call Terms shall will be set forth in the applicable Supplement and Supplement. Such terms shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) 30 nor more than 60 days' prior notice sent via facsimile with transmission confirmed mailed by first class mail to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from If the holder of the Call RightRight elects to purchase Certificates pursuant to this Section 4.08, it shall also notify the Trustee shall notify the Holders in writing of the Certificates by first class mail; Call Date on which such Call Right shall be exercised. In addition, such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionEvent. (d) Once such notice is mailed to the Holdersmailed, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate. (h) Notwithstanding anything to the contrary in these Standard Terms or any Supplement, a Series or Class will be subject to a Call Right in respect of a Tax Event if the Underlying Securities Issuer gives notice of a Tax Event, regardless of whether such Series or Class is also designated a Callable Series in the applicable Supplement; and, provided, further, that in the case of a Tax Event, the required notice of the Call Right shall be the lesser of the time set forth in Section 4.08(b) and the time set forth in the notice provisions relating to such Tax Event in the indenture of the Underlying Securities Issuer as specified in the related Supplement.

Call Right. 5.1. CALL RIGHT. From the date hereof until January 31, 2009, the Company shall have the following call rights: (a) The holder At any time within 30 days after the consummation of a Call Right may purchase Certificates Change of a given Series or Class from Control of the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence type described in any of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: clauses (i) the initial holder of the Call Right; ), (ii) whether or (iv) of the Certificate Principal Balance definition of Change of Control, the Company may notify each Investor Stockholder in writing (the "CALL NOTICE") of the Company's desire to call for redemption all and not any lesser portion of the Convertible Notes held by such Investor Stockholder for their Call Price. Following the Call Notice, an Investor Stockholder shall retain the right to convert all or Notional any portion of the Conversion Amount of each Certificate being purchased any Convertible Note into shares of Common Stock, or tender all or any portion of the Conversion Amount of any Convertible Note or the resulting Redeemable Shares of Common Stock for redemption pursuant to Section 3.1 of this Agreement, at any time prior to the Call Right must be an Authorized Denomination; Closing (iii) the Call Date or Dates; and (iv) the Call Pricedefined below). (b) A The Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices Notice shall state: : (i) the Certificate Principal Balance date as of which such call shall occur (or Notional Amountthe "CALL CLOSING"), which date shall not be earlier than the sixtieth (60th) of Certificates to be purchased; day following the Call Notice; (ii) the Convertible Notes to be called from each Investor Stockholder and the Call Price; Price (which shall be calculated as of the date of the Call Notice) and (iii) the name and address of place or places where the Paying Agent; (iv) that Certificates called for purchase must Convertible Notes are to be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatespayment. (c) If less than At the Call Closing, the tendering Investor Stockholders shall deliver to the Company all Convertible Notes called for redemption and which have not been converted into shares of the Certificates are to be purchased Common Stock or tendered for redemption pursuant to Section 2.1 of this Agreement, in each case, duly endorsed for transfer to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor Company and the Certificate Registrar promptly Company shall deliver to each tendering Investor Stockholder a cashier's or certified check payable to such Investor Stockholder in writing of the Certificates or portions of the Certificates an amount equal to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due payable thereto plus all accrued and payable unpaid interest on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after Convertible Notes held by such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call PriceInvestor Stockholder being tendered for redemption pursuant to this Section 5.1. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The Corporation shall have the right, at its sole option, to request that a holder of Series B Preferred Stock sell a specified number of its shares of Series B Preferred Stock (the “Call Right may purchase Certificates of a given Series or Class from Shares”) to the Holders thereof prior to maturity if Corporation in exchange for payment by the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder Corporation of the Call Right; Consideration (iias defined below) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the terms of this provision. In order to exercise such right, the Corporation shall remit to such holder of Series B Preferred Stock a Call TermsNotice (as defined below). Upon receipt of the Call Notice, upon not less than 35 days' each holder shall have a period of ten (10) days (the “Call Notice Period”) during which time it may, in its sole discretion, convert any or all of the shares of Series B Preferred Stock held by such shorter period acceptable holder, and such converted shares may be sold at the holder’s discretion. Upon the expiration of the Call Notice Period, provided that the holder still beneficially owns any shares of Series B Preferred Stock, it shall deliver the Call Shares in exchange for the Call Consideration (as defined below). The term “Call Notice” shall mean a written notice signed and dated by the Corporation to such holder of Series B Preferred Stock from whom the Corporation desires to repurchase the Call Shares wherein the Corporation has set forth the number of shares of Series B Preferred Stock that it intends to purchase pursuant to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the terms of this Certificate Principal Balance (or Notional Amount) of Designation and computation of the Certificates Call Consideration. The term “Call Consideration” shall mean the number of shares of Series B Preferred Stock that the Corporation thereof intends to be purchased and shall reference purchase pursuant to this provision multiplied by the Call Price and (as defined below). The term “Call Price” shall mean the Call Date. On or prior to the second Business Day following receipt greater of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) One Thousand Three Hundred Dollars ($1,300) per share of Series B Preferred Stock (subject to appropriate adjustment in the Certificate Principal Balance (event of any stock dividend, stock split, combination or Notional Amount) of Certificates other similar recapitalization with respect to be purchased; the Series B Preferred Stock), plus any unpaid Accruing Dividends thereon, whether or not declared, together with any other dividends declared but unpaid thereon; or (ii) the Call Price; (iii) the name and address highest closing price per share of the Paying Agent; Common Stock during the ten (iv10) that Certificates called for purchase must be surrendered to trading days immediately preceding the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment last day of the Call Price upon surrender of the Certificates to the Paying Agent; and Notice Period multiplied by one thousand three hundred (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates1,300). (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Subject to Sections 2.1(b) and (e), Covenant shall have the right (the "Call Right") exercisable at any time and from time to time after the date hereof until December 31, 2005, to purchase from Pan Zone all or any portion of the Optioned Shares owned by Pan Zone, from time to time, free and clear of all Encumbrances, at a Call Right price (the "Purchase Price") equal to US$3.50 per Optioned Share (being the issue price of each Optioned Share plus US$0.75 per common share into which the Optioned Shares may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Seriesbe converted), or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms which price shall be set forth equitably adjusted in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder event of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant changes to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call PriceOptioned Shares. (b) A Subject to Section 2.1(e), the Call Right may shall be exercised exercisable upon two (2) days' prior written notice by Covenant to Pan Zone and the Depositary setting out the number of Optioned Shares to be purchased (the "Call Notice"). For greater certainty, the exercise of the Call Right as to a portion of the Optioned Shares shall not prevent the further exercise from time to time of the Call Right as to all or a portion of the remaining Optioned Shares. Provided that in the event that in any Call Notice, Covenant specifies that the Depositary is required to follow one of the two Market Sale Procedures permitted by the said Section 3.10 of the Shareholders Agreement, completion of the exercise of the Call Right triggered by such Call Notice and payment of the Purchase Price payable to Pan Zone in connection therewith shall be governed by and in accordance with the applicable Market Sale Procedure so required to be followed and not the succeeding provisions of this Agreement. (c) Subject to the proviso in Section 2.1(b), at the option time of Closing, Pan Zone will convey to Covenant good and marketable title to the Optioned Shares owned by Pan Zone, free and clear of any mortgages, charges, liens, encumbrances, security interests, demands or other limitations of any nature or kind whatsoever (collectively, the "Encumbrances"). (d) Except for depositing the Optioned Shares in accordance with the Shareholders Agreement, Pan Zone shall not, without the prior written consent of Covenant (which consent shall be in the sole and exclusive discretion of Covenant), transfer, convert to common shares of the holder thereofCorporation, pledge, sell, encumber or otherwise assign or dispose of any Optioned Shares owned by Pan Zone from time to time. (e) Covenant may not give a Call Notice at any time on or after the date on which any person who, pursuant to a Financing Commitment (for which no substitution has theretofore been made as hereinafter provided) (a "Dishonored Commitment"), has agreed to provide the Corporation with funds or credit, has breached such obligation until the Corporation has been provided, in accordance with the Call TermsFinancing Commitment Provision, upon with another Financing Commitment to provide funds or credit in an amount equivalent to the amount of funds or credit remaining to be provided to the Corporation on the Dishonored Commitment on terms not less than 35 days' (or such shorter period acceptable favorable to the Trustee or specified Corporation than those provided for in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesDishonored Commitment. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates shall be exercisable by the Company, at its sole discretion, at any time after the Initial Closing Date and before the Call Deadline so long as the Call Conditions have been satisfied or waived by each of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionCall Investors. The Call Terms Right shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder exercisable by delivery of written notice to each of the Call Right; Investors (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased “Call Notice”), made pursuant to Section 7.4 hereof, that the Company is exercising the Call Right must Right. The date of the Second Closing shall be an Authorized Denomination; (iii) on such date and time, after the satisfaction of the Call Date or Dates; and (iv) Conditions and delivery of the Call PriceNotice, that is mutually and reasonably agreed upon by the Company and each of the Call Investors, which shall in no event be earlier than eleven (11) Business Days after and no later than forty-five (45) calendar days after the delivery of the Call Notice by the Company. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with The aggregate purchase price for the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee Shares that shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder paid by all of the Call RightInvestors to the Company at the Second Closing shall be $20,000,000 (the “Total Call Amount”). At the Second Closing, the Trustee shall notify the Holders each of the Certificates by first class mail; such notices Call Investors shall state: purchase that number of Call Shares equal to (i) its pro rata portion of the Certificate Principal Balance Total Call Amount divided by the Call Per Share Price (or Notional Amountsuch Call Investor’s “Initial Call Shares”) of Certificates to be purchased; plus, if applicable, (ii) such Call Investor’s Additional Call Shares (as defined below). Each Call Investor’s pro rata portion of the Total Call Price; Amount shall be equal to the Total Call Amount multiplied by a fraction (iiix) the name numerator of which is that number of Common Shares purchased by that Call Investor at the Initial Closing and address (y) the denominator of which is the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment total Common Shares purchased by all of the Call Price upon surrender Investors at the Initial Closing. Each Call Investor’s obligation to purchase its pro rata portion of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation Total Call Amount is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice several and that reliance may be placed only on the other identification numbers printed on the Certificatesnot joint. (c) If less than all of the Certificates are to be purchased pursuant to the exercise a Call Investor does not purchase its pro rata portion of the Call RightShares at the Second Closing (the “Available Call Shares”), each participating Call Investor shall have the Trustee shall select right, but not the Certificates obligation, to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on purchase a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing portion of the Certificates or portions Available Call Shares equal to the total Available Call Shares multiplied by a fraction (A) the numerator of which is such Call Investor’s Initial Call Shares and (B) the Certificates to be denominator of which is the total number of Initial Call Shares being purchased by the holder of participating Call Investors at the Second Closing (such Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Investor’s "Additional Call Right due to a Tax Event or an Optional RedemptionShares”). (d) Once such notice is mailed to the Holders, the Certificates called for If a Call Investor does not purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder its pro rata portion of the Call Right to be exercised shall deposit with Shares at the Paying Agent by wire transfer in same-day funds money sufficient to pay Second Closing, the Call Price Warrants issued to such Call Investors at the Initial Closing shall automatically terminate and no longer be exercisable. Notwithstanding anything contained herein to the contrary, the foregoing shall constitute the sole and exclusive remedy of the Certificates Company in respect of a Call Investor’s failure to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or purchase its pro rata portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right Shares at the Call Price. (g) Upon surrender of any Certificate that is purchased in partSecond Closing, the Depositor shall execute and the Trustee shall authenticate Company hereby waives and deliver to releases any and all statutory, equitable, or common law remedies it may have in respect of the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificatesame.

Call Right. (a) The holder of a If any Call Right may Trigger has occurred at any time during any Term of this Agreement and is continuing, the Purchaser Parties shall have the right (the “Call Right”) to purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if Seller all, but not less than all, of the applicable Supplement designates such Series underlying Allocated Eligible Receivables (whether or Class as not Delinquent Receivables or Charged Off Receivables) on a Callable Serieswhole loan basis, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth or, in the applicable Supplement and shall includecase of Bank Partner Retained Receivable, without limitationa whole participation interest basis, at a price equal to the aggregate Principal Balance of all such Allocated Eligible Receivables (excluding those that are Delinquent Receivables or Charged Off Receivables) multiplied by the Applicable Retained Stake with respect to each such Allocated Eligible Receivable; provided, however, that, to the extent that the Call Right Trigger relates to a Bad Act, the following: (i) Purchaser Parties shall have the initial holder right to purchase all of the Call Right; Allocated Eligible Receivables (iiwhether or not Delinquent Receivables or Charged Off Receivables) whether on a whole loan basis, or, in the Certificate Principal Balance or Notional Amount case of each Certificate being Bank Partner Retained Receivable, a whole participation interest basis, from the Seller at a price equal to $[***] (any Allocated Eligible Receivables purchased pursuant to the Call Right, the “Called Loans”). The Call Right must may be an Authorized Denomination; exercised by the Purchaser Agent on behalf of the Purchaser Parties by providing written notice thereof to Servicer and Seller no later than sixty (iii60) days after the Purchaser Agent becomes aware of the occurrence of the applicable Call Right Trigger, provided that such Call Right Trigger is then continuing. Except to the extent that the Call Date or Dates; and (iv) Right Trigger relates to a Bad Act, if the Purchaser Parties exercise the Call PriceRight, the Call Right shall be the exclusive remedy of the Purchaser Parties related to the facts and circumstances giving rise thereto and the Purchaser Agent, upon any such exercise of the Call Right on behalf of itself and the other Purchaser Parties other than in connection with a Bad Act, hereby waives any other rights or remedies otherwise provided by Applicable Law. (b) A If the Call Right may is timely exercised by the Purchaser Agent, the Seller shall be exercised obligated to sell such Called Loans to the applicable Purchaser(s) at the option price as calculated above, at the time and place determined by the Purchaser Agent, which shall not be later than ten (10) Business Days following the exercise of the holder thereof, in accordance with Call Right. (c) At the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder closing of the Call Right, the Trustee Seller and the Servicer shall notify deliver the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name Verification Deliverables and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered any original documents pertaining to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant Called Loans to the Call Right ceases to accrue on and after Purchaser Agent or the Call Date, and Backup Servicer as directed by the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates Purchaser Agent. The Called Loans shall be conveyed to the Paying Agent; and (viapplicable Purchaser(s) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness free and clear of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriateLiens. The Trustee Servicer and Seller hereby acknowledge and agree that neither the applicable Purchaser nor the Purchaser Agent shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates be obligated to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject make any LOC Advances with respect to a Call Right due to a Tax Event or an Optional RedemptionCalled Loan. (d) Once such notice is mailed to the HoldersEach of Servicer and Seller hereby irrevocably makes, the Certificates called for purchase become due constitutes and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity appoints each of the proceedings for Purchaser Parties, and each of them, as Servicer and Seller’s true and lawful agent and attorney-in-fact, with full power of substitution, and with full power and authority to act in such Party’s name and on such Party’s behalf, solely in the purchase event of Certificates held by Holders a Termination Event, in the event that Servicer and Seller fail to whom such notice was properly given. (e) At or prior comply with their obligations under this Section 2.7 to 12:00 noon on the Call Date, the holder of consummate the Call Right and then solely to be exercised shall deposit with make, execute, deliver, swear to, acknowledge, file and record any and all agreements, documents, certificates and other instruments reasonably deemed necessary by the Paying Purchaser Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with consummate the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from As long as NHT Operating Partnership GP, LLC is the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder Manager of the Company, NHT Holdings shall have the right to purchase all of the equity interests of the Manager at any time (the “Call Right; Option”) at a purchase price equal to $100 (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to “Call Purchase Price”). NHT Holdings shall exercise the Call Right must be an Authorized Denomination; Option by delivering a written notice (iiithe “Call Notice”) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, to Xxxxx in accordance with the Call Termsnotice provisions of this Agreement, upon not less than 35 days' (or such shorter period acceptable specifying that it is electing to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference exercise the Call Price Option. The Call Notice delivered by NHT Holdings shall specify a closing date for the purchase (the “Call Closing Date”), which shall be no earlier than 10 days, and no later than 90 days, after the Call Date. On delivery or prior to the second Business Day following receipt of such notice from the holder mailing of the Call RightNotice. On the Call Closing Date, (a) Xxxxx shall deliver the equity interests of the Manager to NHT Holdings, free and clear of all liens and encumbrances, and shall execute any transfer documents, releases and other instruments or documents as NHT Holdings deems necessary and (b) NHT Holdings shall pay the Call Purchase Price to Xxxxx. In the event a replacement Manager is appointed pursuant to Section 7.2, the Trustee equityholder of such replacement Manager shall notify execute any documentation deemed necessary by NHT Holdings to evidence a Call Option with terms similar to the Holders terms set forth in this Section 4.8. Xxxxx, represents and warrants that as of the Certificates by first class mail; such notices shall state: date of this Agreement, he is the sole equityholder of the Manager. Further, Xxxxx, as the sole equityholder of the Manager, agrees that (i) he will cause the Certificate Principal Balance (or Notional Amount) Manager not to issue any additional equity interests in the Manager, except to Xxxxx, without the consent of Certificates to NHT Holdings, which may be purchased; withheld in its sole discretion, (ii) he will not transfer any of its equity interests in the Call Price; (iii) Manager to any Person without the name and address consent of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call DateNHT Holdings, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance which may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee withheld in its sole discretion shall deem and (iii) he will take all other actions and cooperate with NHT Holdings, to be fair and appropriate. The Trustee shall notify ensure it receives the Depositor and the Certificate Registrar promptly in writing benefit of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption4.8. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder Subject to the provisions of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitationthis Section 10, the following: Corporation shall have the right (i) the initial holder of the “Call Right; ”) at any time on or after January 31, 2014 to repurchase all (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon but not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amountall) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior then outstanding shares of Series B Preferred Stock at a price equal to the second Business Day following receipt Redemption Price. The Corporation must deliver a written notice of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call RightRight to each Holder at least 30 days prior to the date on which the shares of Series B Preferred Stock are to be repurchased (the “Call Repurchase Date”), which notice shall state the Call Repurchase Date and the Redemption Price. Not less than five (5) Trading Days prior to the Call Repurchase Date, the Trustee Corporation shall select deposit the Certificates entire Redemption Price for all shares of Series B Preferred Stock into an account with a commercial bank having not less than $500,000,000 in assets, such funds to be purchased held exclusively for the purpose of paying the Redemption Price to the Holders. Upon receipt of payment of the Redemption Price by the Holders, each such Holder will deliver the certificate(s) evidencing the Series B Preferred Stock redeemed by the Corporation, unless such Holder is awaiting receipt of a new certificate evidencing such shares from the Corporation pursuant to another provision hereof. At any time on or prior to the Call Repurchase Date, a Holder may convert any or all of the shares of Series B Preferred Stock held by it, and the Corporation shall honor any such conversions in accordance with the requirements of terms hereof. Notwithstanding Section 10(a) above, the principal national securities exchange on which the Certificates are listed or, if the Certificates are Corporation may not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in exercise its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable redeem shares of Series B Preferred Stock on the Call Repurchase Date pursuant to this Section 10, and at any notice delivered under Section 10(a) will be void, unless (A) from the Call Price. Upon surrender of any Certificates to period commencing on the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity Corporation’s delivery of the proceedings for the purchase of Certificates held by Holders to whom such irrevocable written notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder electing an exercise of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay through the Call Price Repurchase Date, the Equity Conditions are satisfied (or waived in writing by the applicable Holder) on each Trading Day with respect to all of the Certificates to be redeemed on that date. Underlying Shares then issuable upon conversion in full of all outstanding Series B Preferred Stock, (fB) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder exercise of the Call Right at was approved by a majority of the Board other than any other director who is nominated by or an affiliate of a Holder and (C) concurrently with the exercise of the Call Price. (g) Upon surrender Right pursuant to the provisions of any Certificate that is purchased in partthis Section 10, the Depositor shall execute and Corporation exercises the Trustee shall authenticate and deliver comparable Call Right under Section 10 of the Series A Certificate of Designations (the “Series A Call Right”). The Corporation further agrees not to exercise the Holder a new Certificate equal in principal amount to Series A Call Right unless it concurrently exercises the unredeemed portion of such surrendered CertificateCall Right hereunder.

Call Right. (a) The holder Subject to the provisions of this Section 10, the Corporation shall have the right (the "Call Right") at any time on or after January 31, 2014 to repurchase all (but not less than all) of the then outstanding shares of Series A Preferred Stock at a Call Right may purchase Certificates of a given Series or Class from price equal to the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionRedemption Price. The Call Terms shall be set forth in Corporation must deliver a written notice of the applicable Supplement and shall include, without limitation, the following: (i) the initial holder exercise of the Call Right; Right to each Holder at least 30 days prior the date on which the shares of Series A Preferred Stock are to be repurchased (iithe "Call Repurchase Date"), which notice shall state the Call Repurchase Date and the Redemption Price. Not less than five (5) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant Trading Days prior to the Call Right must Repurchase Date, the Corporation shall deposit the entire Redemption Price for all shares of Series A Preferred Stock into an account with a commercial bank having not less than $500,000,000 in assets, such funds to be an Authorized Denomination; (iiiheld exclusively for the purpose of paying the Redemption Price to the Holders. Upon receipt of payment of the Redemption Price by the Holders, each such Holder will deliver the certificate(s) evidencing the Series A Preferred Stock redeemed by the Corporation, unless such Holder is awaiting receipt of a new certificate evidencing such shares from the Corporation pursuant to another provision hereof. At any time on or prior to the Call Date Repurchase Date, a Holder may convert any or Dates; and (iv) all of the Call Priceshares of Series A Preferred Stock held by it, and the Corporation shall honor any such conversions in accordance with the terms hereof. (b) A Notwithstanding Section 10(a) above, the Corporation may not exercise its Call Right may or redeem shares of Series A Preferred Stock on the Call Repurchase Date pursuant to this Section 10, and any notice delivered under Section 10(a) will be exercised at void, unless (A) from the option period commencing on the Corporation's delivery of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior irrevocable written notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder electing an exercise of the Call RightRight through the Call Repurchase Date, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance Equity Conditions are satisfied (or Notional Amountwaived in writing by the applicable Holder) of Certificates on each Trading Day with respect to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to Underlying Shares then issuable upon conversion in full of all outstanding Series A Preferred Stock and (B) the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements Right was approved by a majority of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, Board other than any other director who is nominated by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptionaffiliate of a Holder. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. Subject to Section 7.4(f) and any forfeiture of Units provided for herein, in the event that Station Holdco exercises its rights to call Station Holdco Profit Units held by the Company upon the termination of the employment of a Member by Station Casinos or any of its respective Affiliates for any reason or in connection with a request to Transfer Units as a result of the dissolution of the marriage of a Member or the exercise of community property rights (the “Station Holdco Call”), the Company shall promptly notify (the “Call Notice”) the applicable Member (the “Call Member”) that it will purchase such number of Vested Units held by such Member as are attributable to the Station Holdco Profit Units that are subject to the Station Holdco Call (it being understood that any Unvested Units held by the Call Member shall have been automatically forfeited for no consideration of any kind or description concurrently with the termination of such Call Member's employment with Station Casinos or its Affiliates) and that were not automatically forfeited in connection with such termination (such Vested Units, the “Called Units”) at the price and in accordance with the terms and conditions set forth below: (a) The holder Call Notice shall set forth the number of a Called Units and the date of closing of the purchase and sale contemplated by the Call Right may purchase Certificates Notice (the “Call Closing Date”), which Call Closing Date shall be substantially concurrently with the closing of a given Series or Class from the Holders thereof prior sale of Station Holdco Profit Units pursuant to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionStation Holdco Call. The Call Terms Notice shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder contain a reasonably detailed description of the Call Right; (ii) whether procedures to be taken, and the Certificate Principal Balance or Notional Amount documentation to be executed, in order to effectuate the closing of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Pricepurchase and sale contemplated thereby. (b) A Call Right may be exercised at At the option closing of the holder thereofpurchase and sale contemplated by the Call Notice, the Company and the Member shall enter into an agreement, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period form and substance acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed it, to pay to the Trustee at Member, in exchange for the Corporate Trust OfficeCalled Units, an amount (the “Call Purchase Price”) equal to the purchase price paid to the Company in respect of the Station Holdco Call. Such notice to Call Purchase Price shall be payable by the Trustee shall include Company promptly following receipt by the Certificate Principal Balance (or Notional Amount) Company of a payment in respect of the Certificates to be purchased and shall reference the Station Holdco Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesPlan. (c) If less than all Subject to the immediately succeeding sentence, the Company and the Call Member shall use their respective commercially reasonable efforts to consummate the closing of the Certificates are purchase and sale contemplated by the Call Notice on the Call Closing Date. If the Company is unable or unwilling to be purchased pursuant complete the purchase of the Called Units by the date which is 30 days after the Call Closing Date, subject to extension to the exercise extent required to comply with applicable Gaming Laws, then the Call Notice setting forth the terms of the Call Right, the Trustee proposed purchase and sale shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair null and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, void; provided, however, that the Company shall continue to have the right to deliver one or more additional Call Notices to the Members at any time thereafter in accordance with this Section 4.08(c) 7.4 and, in connection therewith, the Company shall not apply be entitled to Certificates subject to a Call Right due to a Tax Event or an Optional Redemptionexercise again each of its rights under this Section 7.4 at any such time. (d) Once such notice is mailed to The cost and expense incurred in connection with the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, sale contemplated by this Section 7.4 (whether or not the Holder receives purchase and sale is consummated) shall be borne by the notice. In any event, failure to give such notice, or any defect therein, shall not affect Call Member and the validity Company in the amounts incurred by each of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly giventhem. (e) At or prior to 12:00 noon on Immediately following the Call Date, the holder consummation of the Call Right purchase by the Company of the Called Units pursuant to this Section 7.4, such Called Units shall automatically be deemed to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that datecancelled, terminated and no longer outstanding. (f) If a notice has been given Notwithstanding the foregoing, it is expressly understood and agreed that each of the rights and obligations set forth in and the manner provided above, the Certificates or portion of Certificates specified in such notice actions contemplated to be purchased shall become due taken pursuant to this Section 7.4 shall, in all respects, be subject to, and payable on the Call Date at the Call Price stated thereinqualified in their entirety by, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder applicable requirements of the Call Right at the Call PriceGaming Laws. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) If an Individual Investor's employment is terminated by the initial holder Individual Investor without Good Reason prior to the third anniversary of the date hereof or by the Company for Cause, the Company shall have the right and option to purchase (for the purpose of selling such shares to members of New Management), for a period of 30 days following the date of termination of employment of such Individual Investor (the "First Call Right;Period"), and the Individual Investor shall be required to offer to the Company, any or all of the shares then held by such Individual Investor and any Affiliated Transferee, at a price per share equal to the applicable purchase price determined pursuant to Section 17(b)(iv). (ii) whether In the Certificate Principal Balance event that the call right provided for in Section 17(b)(i) is not fully exercised during the First Call Period, the Individual Investors (other than the Individual Investor whose employment has been terminated) shall have the right and option for 30 days after the First Call Period (the "Second Call Period") to purchase any or Notional Amount all the shares of each Certificate being Common Stock then held by the terminated Individual Investor and any Affiliated Transferee, and such Individual Investor (and any Affiliated Transferee) shall be required to offer to the other Individual Investors, any or all of such shares not purchased pursuant to Section 17(b)(i) at a price per share equal to the applicable purchase price determined pursuant to Section 17(b)(iv). If the Individual Investors' call right is not exercised during the Second Call Right must Period, the Preferred Investor Common Stockholders shall have the right and option for 30 days after the Second Call Period (the "Third Call Period") to purchase any or all shares then held by the terminated Individual Investor and any Affiliated Transferee not purchased pursuant to Section 17(b)(i) or the preceding sentence, and the Individual Investor (and any Affiliated Transferee) shall be an Authorized Denomination;required to offer to the Preferred Investor Common Stockholders any or all of such shares at a price per share equal to the applicable purchase price determined pursuant to Section 17(b)(iv). If the Preferred Investor Common Stockholders' call right is not exercised during the Third Call Period, the Company shall have the right and option for 30 days after the Third Call Period (the "Fourth Call Period") to purchase any or all shares then held by the terminated Individual Investor and any Affiliated Transferee not purchased pursuant to Section 17(b)(i) or the preceding sentence, and the Individual Investor (and any Affiliated Transferee) shall be required to offer to the Company any or all of such shares at a price per share equal to the applicable purchase price determined pursuant to Section 17(b)(iv). (iii) If the Company desires to exercise its right and option to purchase any shares of Common Stock pursuant to Section 17(b)(i) or the last sentence of Section (b)(ii), the Company shall, not later than the end of the First Call Date Period or Dates; andthe Fourth Call Period (as applicable), send written notice of its intention to purchase shares to the Individual Investor whose employment has been terminated (and any applicable Affiliated Transferee) and to the other Individual Investors and to the Preferred Investor Common Stockholders. If the Individual Investors desire to exercise their option to purchase any shares of Common Stock pursuant to Section 17(b)(ii), the Individual Investors shall, not later than the end of the Second Call Period, send written notice of their intention to purchase shares to the Individual Investor whose employment has been terminated (and any applicable Affiliated Transferee) and to the Company and to the Preferred Investor Common Stockholders. If the Preferred Investor Common Stockholders desire to exercise their option to purchase any shares pursuant to Section 17(b)(ii), they shall, not later than the end of the Third Call Period, send written notice of their intention to the Individual Investor whose employment has been terminated (and any applicable Affiliated Transferee) and to the Preferred Investor Common Stockholders. (iv) In the Call Price.event of a purchase by any Individual Investor, the Company or the Preferred Investor Common Stockholders pursuant to this Section 17(b), the purchase price per share shall be: (1) in the case of a termination of employment by the Individual Investor without Good Reason (prior to the third anniversary of the date hereof), an amount equal to the lesser of (a) Cost plus interest at an annual rate of 8% from and after the Effective Time to the date of termination or (b) A Call Right may be exercised at Fair Market Value; or (2) in the option case of a termination of employment by the holder thereofCompany for Cause, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable an amount equal to the Trustee lesser of (a) Cost or specified in the applicable Supplement(b) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesFair Market Value. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder If at any time a Management Holder’s Employment shall be terminated prior to an IPO (either by such Management Holder or by the Company or any of its Subsidiaries, or by reason of the Management Holder’s death or Disability), except as otherwise provided in any written agreement between the Company and such Management Holder, the Company shall have the right, but not the obligation, to purchase all or any portion of the Common Stock owned by that Management Holder and any transferee who obtained Common Stock as a direct or indirect result of a Permitted Management Transfer by that Management Holder (a “Permitted Management Holder Transferee”) (the “Call Right may purchase Certificates Option”, and such Common Stock (including Common Stock acquired upon exercise of a given Series or Class from Common Stock Equivalents following the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence management Holder’s termination of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (iEmployment) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant subject to the Call Right must be an Authorized Denomination; (iiiOption, the “Call Eligible Stock”) for a cash amount equal to the Call Date or Dates; and (iv) the Call Option Price. (b) A If the Company desires to exercise its Call Right may be exercised at Option, it shall deliver written notice thereof (which shall include the option Fair Market Value of the holder thereofCall Eligible Stock) (a “Call Notice”) to the Management Holder and any Permitted Management Holder Transferees no later than (x) with respect to Call Eligible Stock that is Common Stock owned by such Management Holder or Permitted Management Holder Transferees as of such termination of Employment, one hundred and eighty (180) days following the termination of the Management Holder’s Employment, and (y) with respect to Option Stock received by such Management Holder or Permitted Management Holder Transferees in connection with a post-termination exercise in accordance with the Call TermsOption Plan, upon not less than 35 days' one hundred and eighty (or 180) days following such shorter period acceptable receipt of such Option Stock. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Trustee Company certificates representing the shares of Call Eligible Stock, free and clear of all claims, liens, or specified encumbrances (other than those arising under this Agreement), together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company not later than the thirtieth (30th) day after delivery of the Call Notice to the Management Holder and any applicable Permitted Management Holder Transferees. The proceeds from the purchase of the Call Eligible Stock pursuant to the Call Option shall be paid in immediately available funds by wire transfer, which shall be delivered to the Management Holder and any Permitted Management Holder Transferees at the closing of such purchase. Notwithstanding the foregoing, if the Company is not permitted by any loan or debt agreement to which the Company or any of its Subsidiaries may be a party, or by which any of them may be bound, or the provisions of any applicable law, to purchase Common Stock, including the Call Eligible Stock as provided above in cash (any of the foregoing restrictions, a “Cash Payment Restriction”), only the portion of the cash payment so prohibited or restricted shall not be made and the Call Option pursuant to which such payment was being made will (subject to the terms and conditions of the immediately following sentence) be deemed to have been exercised on a deferred basis, with the remainder to be purchased ten (10) days after the applicable Cash Payment Restriction expires or otherwise ceases to exist. To the extent Call Eligible Stock is not purchased by the Company as a result of a Cash Payment Restriction in accordance with the foregoing, and the exercise of the applicable Call Option is deferred as described in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed preceding sentence, on the date on which the Cash Payment Restriction expires or otherwise ceases to exist, the Trustee at the Corporate Trust Office. Such Company shall once again deliver a notice to the Trustee Management Holder as provided in this Section 8(b) and the payment and other procedures described in this Section 8(b) shall include be followed once again at the Certificate Principal Balance time such Cash Payment Restriction expires or otherwise ceases to exist, provided that, notwithstanding anything to the contrary contained in this Agreement, for purposes of determining the Call Option Price, the Fair Market Value of such Call Eligible Stock not so purchased shall be the Fair Market Value as determined in the original Call Notice; provided further, that if the date on which the Cash Payment Restriction expires or otherwise ceases to exist is later than the forty-fifth (or Notional Amount45th) day after delivery of the Certificates to be purchased and shall reference original Call Notice, for purposes of determining the Call Price and Option Price, the Call Date. On or prior to the second Business Day following receipt Fair Market Value of such notice from Call Eligible Stock not so purchased shall be the holder Fair Market Value as determined as of the Call Rightdate on which the Cash Payment Restriction expires or otherwise ceases to exist. (c) Upon the termination of the Employment of any Management Holder as set forth in Section 8(a), the Trustee Company’s Call Option shall notify the Holders also apply with respect to all Common Stock held by Affiliates of the Certificates by first class mail; such notices shall state:terminated Management Holder. (id) All Equity Securities held by any Management Holder after such a Management Holder’s Employment terminates that the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for Company does not purchase pursuant to the Call Right ceases Option shall continue to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates be subject to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness provisions of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificatesthis Agreement. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (ai) The holder Upon any Employee Shareholder ceasing to be employed by, or providing services to, the Company or one of its Subsidiaries (a “Terminated Employee Shareholder”) for any reason (a “Termination Event”), subject to the provisions of this Section 4.03, the Company shall have the option to purchase (the “Call Right may purchase Certificates Right”), and if such option is exercised, such Terminated Employee Shareholder shall sell, and shall cause any Permitted Transferees of a given Series such Terminated Employee Shareholder to sell, to the Company all or Class from any portion of the Holders thereof Company Securities (A) that are Purchased Securities acquired, prior to maturity if and as of the applicable Supplement designates such Series or Class as a Callable Series, or upon date of the occurrence of a Tax such Termination Event (the “Termination Date”), or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement (B) that are Incentive Securities acquired prior to and shall include, without limitation, the following: (i) the initial holder as of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Termination Date, and the only remaining right of Holders of or acquired after such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased Termination Date pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased Common Stock Options in accordance with the requirements terms of such Common Stock Options (together with all Purchased Securities, the “Termination Securities”), at a price per Termination Security equal to the applicable Termination Price (as determined pursuant to Section 4.03(c) below) of the principal national securities exchange Termination Securities. (ii) With respect to each Termination Security, the Company shall notify a Terminated Employee Shareholder in writing, within the Call Period with respect to such Termination Security, whether the Company will exercise its right to purchase such Termination Security (the date on which a Terminated Employee Shareholder is so notified, the Certificates are listed or“Call Notice Date”). The Company shall have the option to assign its right to purchase all or any portion of the Termination Securities under this Section 4.03 to any of the Avista Entities (provided that, if the Certificates are not listed on prior to assigning such right to any particular Avista Entity, all such other Avista Entities shall first be offered a national right to purchase such securities exchange, on a pro rata basis, by lot or in proportion to the number of shares of Company Securities held by such other method as Avista Entity) and any such Trustee Avista Entity may exercise the Company’s rights under this Section 4.03 in its sole discretion shall deem to be fair and appropriate. the same manner in which the Company could exercise such rights. (iii) The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing closing of the Certificates or portions purchase by the Company of Termination Securities pursuant to this Section 4.03(a) shall take place at the principal office of the Certificates Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. At such closing, (i) the Company shall pay the Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Termination Securities, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Securities to be purchased by the holder Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Call Right, provided, however, that Termination Securities by any Person selling such Termination Securities pursuant to this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase 4.03 shall be deemed a representation and warranty by such Person that: (A) such Person has full right, title and interest in and to be given when mailed, whether or not the Holder receives the notice. In any event, failure such Termination Securities; (B) such Person has all necessary power and authority and has taken all necessary action to give sell such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom Termination Securities as contemplated; (C) such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due Termination Securities are free and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender clear of any Certificate in connection and all liens or encumbrances; and (D) there is no adverse claim with the Call Right, respect to such Certificate shall be paid and redeemed by the holder of the Call Right at the Call PriceTermination Securities. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a At any time between the Plan Effective Date and 180 days following the Plan Effective Date (the “Call Right Period”), HighPeak LLC may agree to purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant ABC-1 Assets subject to the Call Right must be an Authorized Denomination; (iii) Purchase Agreement and the Call Date or Dates; and (iv) the Call Priceconditions of this Section 2. (b) A HighPeak LLC shall give the Alamo Parties at least 15 days’ prior written notice of its election to purchase the ABC-1 Assets (the “Call Right may Notice”), which Call Notice shall be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or delivered prior to the second Business Day following receipt of such notice from the holder end of the Call RightPeriod, and shall set forth the Trustee shall notify the Holders date and time of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address signing of the Paying Agent; Purchase Agreement (ivwhich shall be a Business Day) that Certificates called for purchase must be surrendered to (the Paying Agent in order to collect the Call Price; “Signing Date”) at least five (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and 5), but no more than fifteen (15), Business Days after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment delivery of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesNotice. (c) If less than all HighPeak LLC delivers a Call Notice, HighPeak LLC and the Alamo Parties shall enter into the Purchase Agreement on the Signing Date and take such other actions as may be required to be taken per the terms thereof concurrently with the execution and delivery of the Certificates are to be purchased pursuant to Purchase Agreement on the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionSigning Date. (d) Once such notice is mailed Notwithstanding the foregoing or anything herein to the Holderscontrary, if HighPeak LLC exercises its call right in accordance with this Section 2 and HighPeak LLC does not enter into the Purchase Agreement on the Signing Date in accordance herewith (a “Call Default”), the Certificates called for purchase become due and payable on Alamo Parties may cause to be sold the Call Date and at the Call PriceABC-1 Assets to one or more third parties without restriction hereunder. Upon surrender any such sale, HighPeak LLC’s obligations to the Alamo Parties under this Section 2 with respect to the ABC-1 Assets shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of the Alamo Parties and (y) the Alamo Parties, on behalf of each Alamo Party, and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any Certificates type the Alamo Parties may have for matters related to its rights hereunder for periods prior to such sale, in which case HighPeak LLC’s obligations to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, Alamo Parties under this Section 2 shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly givenso terminate and shall remain in full force and effect. (e) At or HighPeak LLC may at any time withdraw any Call Notice prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Signing Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of without any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver liability to the Holder a new Certificate equal in principal amount Alamo Parties and without prejudice to any future exercise of its rights under this Section 2 (but subject to the unredeemed portion of such surrendered Certificateapplicable time periods set forth herein).

Call Right. (a) [Reserved] (b) Upon the death of any Individual Partner (other than an Individual Partner who has been employed by the Parent or any of its Affiliates and whose employment is Terminated due to death and is covered by Section 9.6(a)(i)(C)(y) of the Parent LP Agreement), at any time within ninety (90) days after becoming aware of such Individual Partner’s death (the “Individual Notice Period”), (x) first, the Parent, (y) to the extent that the Parent chooses not to, then second, BB Management Invest L.P. and (z) to the extent that BB Management Invest L.P. chooses not to, then third, the Centre Partners Entities, may purchase all of the Partnership Units held by such Individual Partner (the “Individual Call Units”) at a purchase price per unit equal to the Fair Market Value of such Partnership Units as of the date of the exercise of such right (the “Individual Call Right”). To exercise such Individual Call Right, the Parent must give written notice thereof to such Individual Partner’s estate (the “Individual Call Notice”). The holder Individual Call Notice is irrevocable and must set forth the Parent’s intent to exercise the Individual Call Right, contain the total number of a Individual Call Units to be sold pursuant to the Individual Call Right, and be mailed or delivered during the Individual Notice Period. The closing of any repurchase under this Section 9.6(b) shall occur on the date to be specified by the Parent, such date to be no later than 90 days after the date of the Individual Call Notice. No adjustments shall be made to the purchase price for fluctuations in the Fair Market Value of the Individual Call Units after the date of the Individual Call Notice. If the Parent elects not to exercise the Individual Call Right, it shall notify BB Management Invest L.P. within twenty days prior to the expiration of the Individual Notice Period, and BB Management Invest L.P. may exercise the Individual Call Right may purchase Certificates pursuant to the provisions of a given Series or Class from this Section 9.6(b) as if it were the Holders thereof Parent. If BB Management Invest L.P. elects not to exercise the Individual Call Right, it shall notify the Centre Partners Entities within ten days prior to maturity the expiration of the Individual Notice Period, and the Centre Partners Entities may exercise the Individual Call Right pursuant to the provisions of this Section 9.6(b) as if it were the applicable Supplement designates such Series or Class Parent. In connection with an exercise by the Centre Partners Entities hereunder, each Participating Common Partner (as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth defined in the applicable Supplement and Parent LP Agreement) shall include, without limitation, have the following: right to purchase an amount of such Individual Call Units equal to (i) the initial holder total number of the such Individual Call Right; Units multiplied by (ii) whether a fraction equal to (x) the Certificate Principal Balance or Notional Amount number of outstanding Participating Common Units (as defined in the Parent LP Agreement) owned by such Participating Common Partner over (y) the number of outstanding Participating Common Units owned by all of the Participating Common Partners; provided that the terms and provisions of Section 9.6(d) shall apply to such transaction, and the Partnership shall comply with the obligations set forth in Section 9.6(d), as if the Partnership shall been notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement. The Centre Partners Entities shall have the right to purchase any of the Individual Call Units not purchased by the Participating Common Partners. (c) [Reserved] (d) If the Partnership is notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement (a “Centre Call Right”), the Partnership shall promptly notify each Certificate being of the Non-Former Employee Holders. Each Non-Former Employee Holder shall have the right to purchase the Call Units (as defined in the Parent LP Agreement) in an amount equal to (i) the total number of such Call Units permitted to be purchased by the Partnership pursuant to the penultimate sentence of Section 9.6(a)(iii) of the Parent LLP Agreement (the “Centre Call Right must be an Authorized Denomination; Units”) multiplied by (iiiii) a fraction equal to (x) the Call Date or Dates; and number of outstanding Common Units owned by such Non-Former Employee Holder over (ivy) the Call Price. (b) A Call Right may be exercised at the option number of outstanding Common Units owned by all of the holder thereofNon-Former Employee Holders; provided, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable that to the Trustee or specified in extent that any Non-Former Employee Holder does not elect to purchase its portion of the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed Centre Call Units, the remaining Non-Former Employee Holders shall have the right to purchase such amount of Centre Call Units equal to their respective pro rata shares, based upon the amount of outstanding Common Units owned by such Non-Former Employee Holder relative to the Trustee at the Corporate Trust Officeoutstanding Common Units owned by all of such remaining Non-Former Employee Holders. Such Each Non-Former Employee Holder shall provide written notice to the Trustee shall include the Certificate Principal Balance Partnership within ten (or Notional Amount10) days of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder Partnership, and any Non-Former Employee Holder who fails to provide such notice shall be deemed not to have elected to purchase any Centre Call Units. The Partnership shall deliver a written notice (a “Centre Call Notice”) on such tenth (10) day and the Partnership shall, using the proceeds from the Non-Former Employee Holders, purchase the portion of the Centre Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates Units elected to be purchased by the holder Non-Former Employee Holders (and such Non-Former Employee Holders shall deliver such proceeds to the Partnership in exchange for the issuance of Common Units by the Partnership). Notwithstanding the foregoing, in the event that the General Partner reasonably determines that the offering of any securities to a Non-Former Employee Holder will require the Parent or the Partnership to prepare a prospectus or similar offering document in order for such offering to comply with the provisions of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the HoldersSecurities Act, the Certificates called for purchase become due and payable on General Partner shall have the Call Date and at the Call Price. Upon surrender of any Certificates right in its sole discretion to the Paying Agent, the Holders of exclude such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Non-Former Employee Holder receives the notice. In any event, failure to give from such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly givenoffering. (e) At or prior Notwithstanding anything to 12:00 noon on the Call Datecontrary herein, the holder Parent and each of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate Centre Party Entities shall be paid and redeemed by the holder a third party beneficiary of the Call Right at the Call Pricethis Agreement. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional RedemptionEvent. The Call Terms shall will be set forth in the applicable Supplement and Supplement. Such terms shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) 30 nor more than 60 days' prior notice sent via facsimile with transmission confirmed mailed by first class mail to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include each Holder's last address as it appears in the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call DateRegister. On or prior to the second Business Day following receipt of such notice from If the holder of the Call RightRight elects to purchase Certificates pursuant to this Section 4.08, it shall also notify the Trustee shall notify the Holders in writing of the Certificates by first class mail; Call Date on which such Call Right shall be exercised. In addition, such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional RedemptionEvent. (d) Once such notice is mailed to the Holdersmailed, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Price. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate. (h) Notwithstanding anything to the contrary in these Standard Terms or any Supplement, a Series or Class will be subject to a Call Right in respect of a Tax Event if the Underlying Securities Issuer gives notice of a Tax Event, regardless whether such Series or Class is also designated a Callable Series in the applicable Supplement; and, provided, further, that in the case of a Tax Event, the required notice of the Call Right shall be the lesser of the time set forth in Section 4.08(b) and the time set forth in the notice provisions relating to such Tax Event in the indenture of the Underlying Securities Issuer.

Call Right. (ai) The holder Except as otherwise agreed in writing by Parent and a Management Stockholder, if, prior to an IPO, a Management Stockholder’s Employment is terminated for any reason other than for Cause, or if a Management Stockholder resigns his or her Employment for any reason, Parent (or its designated assignee) shall have the right, during the ninety (90)-day period following the later to occur of (x) the termination of such Management Stockholder’s Employment and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Shares by such Management Stockholder, to purchase from such Management Stockholder and any Management Transferee that holds Covered Management Shares of such Management Stockholder, and upon the exercise of such call right such Management Stockholder and such Management Transferee(s) shall sell to Parent (or its designated assignee), all (or a portion, as designated by Parent (or its designated assignee)) of the Covered Management Shares of such Management Stockholder (other than Invested Equity) held by such Management Stockholder and such Management Transferee(s) as of the date as of which such call right is exercised at a per-Share price equal to the Fair Market Value of a Call Right may purchase Certificates share of Common Stock, determined as of the date as of which such call right is exercised. (ii) Except as otherwise agreed in writing by Parent and a given Series or Class from the Holders thereof Management Stockholder, if, prior to maturity if an IPO, a Management Stockholder’s Employment is terminated for Cause, Parent (or its designated assignee) shall have the applicable Supplement designates right, during the ninety (90)-day period following the later to occur of (x) the termination of such Series or Class as a Callable SeriesManagement Stockholder’s Employment and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Shares by such Management Stockholder, or to purchase from such Management Stockholder and any Management Transferee that holds Covered Management Shares of such Management Stockholder, and upon the occurrence exercise of such call right such Management Stockholder and such Management Transferee(s) shall sell to Parent (or its designated assignee), all (or a Tax Event portion, as designated by Parent (or an Optional Redemption. The Call Terms shall be set forth in its designated assignee)) of the applicable Supplement Covered Management Shares of such Management Stockholder (other than Invested Equity) held by such Management Stockholder and shall include, without limitation, such Management Transferee(s) as of the following: date as of which such call right is exercised at a per-Share price (the “Bad Leaver Price”) equal to the lesser of (i) the initial holder Fair Market Value of a share of Common Stock, determined as of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount date as of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereofwhich such call right is exercised, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address price paid, if any, by such Management Stockholder for such Covered Management Shares; provided, that for purposes of the Paying Agent; foregoing clause (iv) that Certificates called ii), the price paid by a Management Stockholder for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price a share acquired upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase Option shall be deemed to be given when mailed, whether or not equal to the Holder receives the notice. In any event, failure to give exercise price of such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly givenOption. (eiii) At or Except as otherwise agreed in writing by Parent and a Management Stockholder, if, prior to 12:00 noon an IPO, a Management Stockholder resigns his or her Employment and Competes, Parent (or its designated assignee) shall have the right, during the one hundred eighty (180)-day period following the later to occur of (x) the first date on which such Management Stockholder Competes and (y) the Call Datedate that is six (6) months plus one (1) day following the most recent acquisition of Shares by such Management Stockholder, to purchase from such Management Stockholder and any Management Transferee that holds Covered Management Shares of such Management Stockholder, and upon the holder exercise of such call right such Management Stockholder and such Management Transferee(s) shall sell to Parent (or its designated assignee), all (or a portion, as designated by Parent (or its designated assignee)) of the Call Right to be exercised shall deposit with the Paying Agent Covered Management Shares of such Management Stockholder (other than Invested Equity) held by wire transfer in same-day funds money sufficient to pay the Call Price such Management Stockholder and such Management Transferee(s) as of the Certificates date as of which such call right is exercised at a per-Share price equal to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Bad Leaver Price. (giv) Upon surrender Parent (or its designated assignee) shall exercise its call rights under this Section 4(a) by delivering to the applicable Management Stockholder and each applicable Management Transferee a written notice specifying its intent to purchase the Covered Management Shares of any Certificate that is purchased in partsuch Management Stockholder (other than Invested Equity) held by such Management Stockholder and/or such Management Transferee(s) (the “Call Notice”), the Depositor shall execute date as of which such right is to be exercised and the Trustee number of Shares to be purchased. Such purchase and sale shall authenticate and occur on such date as Parent (or its designated assignee) shall specify, which date shall not be later than ninety (90) days after the fiscal quarter-end immediately following the date as of which Parent’s call right is exercised. (v) In the event that Parent has exercised its call right pursuant to this Section 4(a) with respect to Covered Management Shares held by (i) a Management Stockholder that (A) Competes or (B) is reasonably determined by Parent to have been eligible for termination for Cause, in either case following Parent’s exercise of such call right, and/or (ii) one or more Management Transferees that held Covered Management Shares of such Management Stockholder, such Management Stockholder and/or such Management Transferee(s) shall be obligated to deliver to the Holder a new Certificate Parent, within five (5) days following notice from Parent that such amount is due, an amount equal in principal amount to the unredeemed portion product of (x) the number of Covered Management Shares purchased by Parent in connection with such surrendered Certificateexercise of its call right, multiplied by (y) the excess, if any, of the price per Share paid by Parent for such Covered Management Shares over the Bad Leaver Price.

Call Right. 15.1. If the Breaching Principal breaches its obligations under Clause 14.1 or Clause 14.2 and such breach is not cured within the thirty (a30) The holder days cure period set out in Clause 24 following a notice of a Call Right may purchase Certificates of a given Series or Class such breach from the Holders thereof prior Non-Breaching Principal, then the Non-Breaching Principal who has not committed a breach of its obligations under Clauses 14.1 or 14.2 shall have the right (but not the obligation) to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement purchase all (and shall include, without limitation, the following: (i) the initial holder of the Call Right; (ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amountall) of the Certificates to be purchased Shares of the Breaching Principal (the “Call Right”) at the Completion Price per Share (the “Call Price”) at any time during the period starting on the expiration of the above thirty-day cure period and shall reference ending on the sixtieth (60th) calendar day thereafter (the “Call Price and the Call Date. On or prior Period”), upon delivery to the second Business Day following receipt Breaching Principal of notice of such notice from election (the holder of the “Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (iNotice”) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered with a copy provided to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the CertificatesCompany. (c) If less than all of the Certificates are to be purchased pursuant to 15.2. Upon the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall notify the Depositor and the Certificate Registrar promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided, however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an Optional Redemption. (d) Once such notice is mailed to the Holders, the Certificates called for purchase become due and payable on the Call Date and at the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder Non-Breaching Principal of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder delivery of the Call Right Notice to the Breaching Principal with a copy provided to the Company, the Breaching Principal shall be obligated to sell to the Non-Breaching Principal all of the Shares held by the Breaching Principal (the “Called Shares”) at the Call Price. 15.3. The sale and purchase of the Called Shares between the Non-Breaching Principal and the Breaching Principal shall take place on the later of (g) Upon surrender of any Certificate the “Call Completion Date”): 15.3.1. The date that is purchased in partsixty (60) calendar days following the date on which the Call Notice is served to the Breaching Principal; or 15.3.2. The date upon which all regulatory approvals for the sale and the purchase of the Called Shares have been obtained. 15.4. On the Call Completion Date, the Depositor Breaching Principal shall execute sell with full title guarantee and the Trustee Non-Breaching Principal shall authenticate purchase, all of the Breaching Principal’s full right, title and deliver interest in and to the Holder a new Certificate equal Called Shares free from any Encumbrance, and with the benefit of all rights attached or accruing to them on and after the Call Completion Date against payment of the Call Price by the Non-Breaching Principal in principal amount immediately available funds in US Dollars to the unredeemed portion Breaching Principal. In addition, the Non-Breaching Principal shall assume or otherwise procure the repayment of all Outstanding Financings made by the Breaching Principal (or its Affiliates, as the case may be, subject to such Affiliates having agreed to such repayment), so that such Outstanding Financings be repaid no later than within one hundred eighty (180) calendar days of the Call Completion Date, provided further that the Breaching Principal may require that the Called Shares shall be pledged in favour of the Breaching Principal from the date the Non-Breaching Principal has acquired the Called Shares until the date the Outstanding Financings have been repaid as set out in this Clause15.4. In this case, the Breaching Principal shall take all Necessary Action to support the efforts of the Company to secure financing for the Company in light of the repayment of the Outstanding Financings; any actions reasonably taken to so secure such financings shall not be considered Reserved Matters, accordingly no Joint Instructions shall be required for any of such surrendered Certificateactions. 15.5. The Call Notice, once served, shall be irrevocable.

Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from During the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or period commencing upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following: (i) the initial holder second anniversary of the Closing Date and ending 180 days thereafter, InterDent shall have the right (the "Call Right; (ii") whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination; (iii) the Call Date or Dates; and (iv) the Call Price. (b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state: (i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased; (ii) the Call Price; (iii) the name and address of the Paying Agent; (iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price; (v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and (vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates. (c) If less than repurchase substantially all of the Certificates are assets of Purchaser. The purchase price to be purchased pursuant to paid by InterDent upon the exercise of the Call Right, Right shall be equal to the Trustee shall select product of (i) the Certificates to be purchased in accordance with Multiple (as defined below) multiplied by (ii) the requirements 12 month trailing EBITDA of Purchaser at the time of exercise of the principal national securities exchange on which Call Right and including in the Certificates are listed or, if the Certificates are not listed on a national securities exchange, calculation of such EBITDA on a pro rata basisforma basis for such 12 month period, any acquisitions subsequent to the Closing Date by lot or by such other method Purchaser (the "Measurement EBITDA"). For purposes of this Section 7.06, the term "Multiple" shall have the meaning as such Trustee in its sole discretion follows: if Purchaser has a Measurement EBITDA of up to $8 million, the Multiple shall deem be equal to 6; if Purchaser has a Measurement EBITDA of between $8 million and $10 million, the Multiple shall be fair and appropriateequal to 6.65; if Purchaser has a Measurement EBITDA of over $10 million, the Multiple shall be equal to 7. The Trustee shall notify Notwithstanding the Depositor and preceding sentence, the Certificate Registrar promptly in writing minimum purchase price upon exercise of the Certificates Call Right shall be the sum of (i) $45 million plus (ii) the product of (x) 1.25 times (y) the sum of (A) the purchase price paid (including without limitation, cash, securities and other property, as well as the amount of any debt or portions capital leases assumed, repaid or refinanced) by Purchaser or any of its Subsidiaries for any dental practice other than those acquired pursuant to this Agreement plus (B) the Certificates amount of any capital expenditures by Purchaser or any of its Subsidiaries subsequent to be purchased by the holder of Closing Date. If InterDent wishes to exercise the Call Right, providedthen InterDent will deliver written notice to Purchaser to such effect (an "Exercise Notice"). Upon the receipt of an Exercise Notice, howeverPurchaser shall be bound to sell, that this Section 4.08(c) and shall not apply to Certificates subject to within 15 days after the date of receipt of such Exercise Notice provide written notice (a "Call Right due to a Tax Event or an Optional Redemption. Notice") of the date, time and place for the closing (d) Once such notice is mailed to the Holders"Call Right Closing Date"), the Certificates called for purchase become due and payable on but in no event shall the Call Right Closing Date and at be sooner than 15 but no later than 30 days after the Call Price. Upon surrender of any Certificates to the Paying Agent, the Holders of such Certificates shall be paid the Call Price. Notice of purchase shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given. (e) At or prior to 12:00 noon on the Call Date, the holder date of the Call Right Notice, subject to such extension(s) as may then be exercised shall deposit necessary to obtain any material consents or as is/are otherwise necessary to comply with law or to prevent the Paying Agent by wire transfer in same-day funds money sufficient to pay the Call Price of the Certificates to be redeemed on that date. (f) If a notice has been given in the manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates. Upon surrender loss of any Certificate in connection with the Call Rightmaterial right, such Certificate shall be paid and redeemed by the holder of the Call Right at the Call Pricerelationship, agreement, license or permit. (g) Upon surrender of any Certificate that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate equal in principal amount to the unredeemed portion of such surrendered Certificate.