Common use of Escrow of Proceeds; Special Mandatory Redemption Clause in Contracts

Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (x) the Company has not delivered the Spin Certificate to the Trustee and the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In On the event that (x) Issue Date, the Company has not delivered the Spin Certificate to the Trustee and shall enter into the Escrow Agent prior to 11:59 p.m. Agreement for the ratable benefit of the Holders of the Securities and shall deposit the net proceeds from the offering of the Securities into escrow. (New York City timeb) Notwithstanding the foregoing and paragraph 5 of the Securities, if the closing of the Acquisition does not occur on or prior to April 25September 8, 2023 (2010, or if the date that Acquisition Agreement is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated terminated at or any time prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”)thereto, the Company will be required to shall redeem the Notes then outstanding Securities (such redemption, the “Special Mandatory Redemption”) upon not less than one Business Day’s and no more than ten Business Days’ notice, or such other minimum period as is required by the DTC at a redemption price equal to 101% the aggregate issue price of the principal amount of the Notes to be redeemed, Securities being redeemed plus accrued and unpaid interest thereon to, but excludingnot including, the redemption date. Notice of the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated will be mailed promptly to redeem the Notes pursuant to the Special Mandatory Redemptioneach Holder of Securities at its registered address, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding If the foregoing, installments closing of interest on the Notes that are due and payable on Interest Payment Dates falling on or Acquisition occurs prior to September 8, 2010, then upon closing, the Special Mandatory Redemption Date funds in escrow shall be released to the Company. The Company shall use those proceeds to fund a portion of the purchase price for the Acquisition. Pending release of the funds in the escrow accounts, the funds will be payable on such Interest Payment Dates to invested in Government Securities as provided in the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the IndentureEscrow Agreement. (d) The Company shall not be required entitled to make any mandatory redemption or sinking fund payments direct the Escrow Agent to release the escrowed funds from the escrow accounts only in accordance with respect the Escrow Agreement. Pursuant to the NotesEscrow Agreement, except for the Special Mandatory Redemption pursuant Escrow Agent shall release the escrowed funds to ‎Section 4.03 hereofor at the Company’s direction upon the satisfaction of certain conditions, if applicableincluding presentation of an Officer’s Certificate certifying (1) that the Acquisition shall be consummated on the date of the release of funds, (2) no Event of Default shall have occurred and be continuing or would result therefrom under this Indenture and (3) following the release of the escrowed funds, the escrowed funds shall be used as described in the “Use of Proceeds” section of the Offering Memorandum.

Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (x) the Company has not delivered the Spin an Escrow Certificate to the Trustee Escrow Agent and the Escrow Agent Trustee prior to 11:59 p.m. (New York City time) on or prior to April 252, 2023 2022 (the date that is six nine months after the Issue Date with respect to the NotesDate), (y) the Escrowed Property is released to the Company or to such other Person person as the Company directs but the Merger and the distribution are is not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee Escrow Agent and the Escrow Agent Trustee notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the any Series of Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In Upon closing of the event that initial purchase and sale of the Notes, (xi) the Company has not delivered the Spin Certificate to the Trustee and Initial Purchasers will deposit with the Escrow Agent prior pursuant to 11:59 p.m. the Escrow Agreement, the proceeds from the sale of the Initial Notes and (New York City timeii) on the Issuers (or prior one or more of their Affiliates) will deposit with the Escrow Agent funds sufficient to April 25, 2023 (the date that is six months after the Issue Date pay interest with respect to the Notes)Notes up to, (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if anyincluding, the “last possible Special Mandatory Redemption EventDate ((i) and (ii), collectively the “Escrowed Funds”). (b) The Notes may be redeemed in whole, but not in part, by the Company will be required Issuers pursuant to redeem the Notes then outstanding a special mandatory redemption (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100.0% of the principal amount initial issue price of the Notes to be redeemed, plus accrued and unpaid interest thereon from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date in the event that (i) the Closing Date does not take place on or prior to November 21, 2013 (the “Special Outside Date”), (ii) at any time prior to the Outside Date, any conditions to the release of the proceeds are deemed by the Issuers to be incapable of being satisfied on or prior to the Outside Date or (iii) at any time prior to the Outside Date, the Merger Agreement is terminated (any such event being a “Mandatory Redemption PriceEvent”). (bc) In Notwithstanding any other provision of this Section 5.9, if a Mandatory Redemption Event occurs, the event that Issuers will cause the Company becomes obligated to redeem the Notes pursuant to the notice of a Special Mandatory Redemption, Redemption (the Company will promptly, and in any event not more than ten “Special Redemption Notice”) to be mailed within three Business Days after Day following the Special occurrence of a Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will request the Trustee to, at the Issuers’ expense, mail (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC) a notice that a Special Mandatory Redemption will occur on the Outside Date or the date specified in the Special Redemption Notice. Within three Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event (or, if earlier, on the Outside Date), the Issuers will consummate the Special Mandatory Redemption (the date on which of such notice is deliveredredemption, the “Special Mandatory Redemption Notice Date”). If the proceeds from the sale of the Notes have not been released to the Issuers in accordance with the Escrow Agreement and a Special Redemption Notice is not delivered to the Escrow Agent by 1:00 p.m. (Eastern Time) on the Outside Date, then the Escrow Agent will, at 2:00 p.m. (Eastern Time) on the Outside Date, release the Escrowed Funds to the Trustee to effect the Special Mandatory Redemption. Any amounts remaining after the making of the Special Mandatory Redemption and payment of any other amounts required under the date upon which such Notes Escrow Agreement or under this Indenture will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for returned by the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the IndentureIssuers. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect Upon release of the proceeds from the sale of the Notes to the NotesIssuers in accordance with the Escrow Agreement, except for the Initial Notes shall no longer be subject to a Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicablethis Section 5.9 or otherwise.

Escrow of Proceeds; Special Mandatory Redemption. (a) The Notes are subject to the provisions of an Escrow Agreement among the Escrow Issuer and Xxxxx Fargo Bank, National Association, as Trustee and Escrow Agent. In the event that (xi) the Company has not delivered the Spin Certificate to the Trustee and the Escrow Agent and the Trustee have not received a certificate in accordance with Section 6.2 of the Escrow Agreement prior to 11:59 p.m. (New York City time) on or prior to April 25, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 5:00 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released Outside Date or (zii) the Company notifies the Escrow Agent and the Trustee in writing receive, at any time prior to 5:00 p.m. (New York City time) on the Outside Date, a certificate from the Issuers executed by an authorized representative of each Issuer and certifying that the Company will not pursue the Merger and the distribution Acquisition Agreement has been terminated in accordance with its terms (the earliest any such event described in clause (x), (y) or (z), if any, the being a “Special Mandatory Redemption Event”), the Company will be required to Escrow Issuer shall redeem all of the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100% of the principal amount initial issue price of the Notes to be redeemed, plus accrued and unpaid interest thereon tofrom the Issue Date, but excluding, to and excluding the date of the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In . Notice of the event that the Company becomes obligated to redeem the Notes pursuant to the occurrence of a Special Mandatory Redemption, Redemption Event (a “Special Redemption Notice”) will be mailed by the Company will promptly, and in any event not more than ten Escrow Issuer within three Business Days after following the occurrence of a Special Mandatory Redemption Event, deliver to the Holders, the Trustee and the Escrow Agent notice (Agent. Concurrently with the date on which such notice is delivereddelivery of the Special Redemption Notice, the “Escrow Issuer shall request the Trustee to mail in the Escrow Issuer’s name and at its expense (by first-class mail to each Holder’s registered address or otherwise in accordance with Applicable Procedures and with the second paragraph of Section 3.03 of the Indenture) a notice that a Special Mandatory Redemption Notice Date”) of is to occur; provided, that the Escrow Issuer shall have delivered to the Trustee, at least five Business Days prior to the Special Mandatory Redemption Date (unless such shorter time shall be agreed by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the date upon which information to be stated in such Notes will be redeemed notice as provided in Section 3.03 of the Indenture. Within three Business Days (or such other minimum period as required by the Depositary) after such notice has been given, the Special Mandatory Redemption shall occur (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed”). Upon delivery by the Company to the Trustee release of the notice proceeds from the sale of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates Escrow Issuer in accordance with the Escrow Agreement, the Notes and the Indenture. (d) The Company shall not no longer be required subject to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the a Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicableSection 3.10 of the Indenture.

Escrow of Proceeds; Special Mandatory Redemption. (a) In The Issuers shall deposit (or cause to be deposited) with the event that (x) the Company has not delivered the Spin Certificate escrow agent pursuant to the Escrow Agreement, the proceeds from the sale of the Initial Notes plus an amount in cash such that the escrowed funds are in the aggregate sufficient, when irrevocably deposited with the Trustee and under this Indenture, to redeem, on the latest possible Redemption Date pursuant to the procedures set forth in the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25Agreement, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem cash the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price Redemption Price equal to 101100.75% of the principal amount initial offering price of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon to, but excluding, on the Special Mandatory Notes to such Redemption Date (the “Special Mandatory Redemption PriceEscrow Funds”). (b) In The Notes shall be subject to a special mandatory redemption in the event that the Company becomes obligated to redeem the Notes pursuant conditions to the Special release of the Escrow Funds, in accordance with the Escrow Agreement, are not met or waived by the close of business on December 31, 2010 (the “Mandatory RedemptionRedemption Event Date”). Notwithstanding any other provision of this Article Three, if such an event occurs, the Company will promptly, and in any event not more than ten Business Days after Issuers shall cause the Special Mandatory Redemption Event, deliver notice of special mandatory redemption to be provided to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be for delivery to each Holder no later than the third Business Day following the Special Mandatory Redemption Notice Date) Event Date and to the Trustee a notice Notes shall be redeemed with the Escrow Funds five Business Days following the date of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice redemption is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property provided to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on Failure to redeem the Notes that are due and payable on Interest Payment Dates falling on or prior when required pursuant to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as Section 3.07(b) shall constitute an Event of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments Default with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In If the event that (x) the Company has not delivered the Spin Certificate Issue Date occurs prior to the Trustee and Acquisition Date, the Issuers shall deposit with the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25the gross proceeds from the sale of the Initial Notes and affiliates of BHI Investment, 2023 (the date that is six months after the Issue Date LLC shall deposit with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and additional amounts in cash or Treasury Securities (as defined in the Trustee in writing Escrow Agreement) such that the Company will not pursue escrowed funds are in an amount sufficient to redeem, on the Merger and latest possible redemption date pursuant to the distribution (procedures set forth in the earliest such event described Escrow Agreement, in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem cash all the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100% of the principal amount of the Notes to be redeemed, thereof plus accrued and unpaid interest thereon to, but excluding, on the Special Mandatory Redemption Date Notes to such redemption date (the “Special Mandatory Redemption PriceEscrow Funds”). (b) In If the event that Issue Date occurs prior to the Company becomes obligated to redeem Acquisition Date, the Notes pursuant shall be subject to the Special Mandatory RedemptionRedemption Provision in the event the other Transactions are not consummated on or prior to September 30, 2004 or the Stock Purchase Agreement is terminated in accordance with its terms at any time prior thereto. If the Special Redemption Provision is triggered, the Company will promptly, and in any event not more than ten Business Days after Issuers shall cause the Special Mandatory Redemption Event, deliver notice of special mandatory redemption to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be mailed to each Holder no later than the third next Business Day following September 30, 2004 or following the Special Mandatory Redemption Notice Date) date the Stock Purchase Agreement is terminated, as applicable, and to the Trustee a notice Notes shall be redeemed with the Escrow Funds three Business Days following the date of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemedredemption. (c) Notwithstanding Neither this Section 3.10 nor the foregoing, installments Special Redemption Provision may be waived or modified without the written consent of interest on each holder of Notes. Failure to redeem the Notes that are due and payable on Interest Payment Dates falling on or prior when required pursuant to the Special Mandatory Redemption Date Provision, will be payable on such Interest Payment Dates to the registered Holders as constitute an Event of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments Default with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (x1) the Company has Xxxxxxxx Acquisition is not delivered completed on or before the Spin Certificate Outside Date or (2) prior to the Outside Date, the Membership Interest Purchase Agreement is terminated or the Issuer notifies the Trustee and the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25otherwise announces that the Membership Interest Purchase Agreement has been or will be terminated or that the Issuer has determined, 2023 in its reasonable judgment, that the Xxxxxxxx Acquisition will not otherwise be pursued or completed by the Outside Date (the date that is six months after earlier of such dates, the Issue Date with respect to the Notes“Termination Date”), (y) then the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Escrow Issuer will, no later than three Business Day Days following the date on which Termination Date (such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if anydate, the “Special Mandatory Redemption EventDate”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100.0% of the aggregate principal amount of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon interest, if any, to, but excludingnot including, the Special Mandatory Redemption Date (subject to the right of holders of Notes of record on the relevant record date to receive interest due on an interest payment date falling prior to the Special Mandatory Redemption Date) (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after . Notice of the Special Mandatory Redemption Eventwill be sent no later than the next Business Day following the Termination Date to each holder of the Notes, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemedAgent. Upon delivery by the Company to the Trustee receipt of the notice of Special Mandatory Redemption, the Trustee Escrow Agent will promptly mail, or deliver electronically if such Notes are liquidate a portion of the Escrowed Property then held by any Depositary (includingit sufficient, without limitationas determined solely by the Escrow Issuer, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following pay the Special Mandatory Redemption Notice Date, Price no later than the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or last Business Day prior to the Special Mandatory Redemption Date. If at the time the notice of Special Mandatory Redemption is delivered the aggregate value of the Escrowed Property is less than an amount equal to the Special Mandatory Redemption Price, if necessary, the Escrow Issuer or the Company shall deposit or cause to be deposited with into the Trustee immediately available funds in U.S. dollars in Escrow Account, on the Business Day prior to the Special Mandatory Redemption Date, an amount sufficient, when taken together with in cash equal to the absolute value of such liquidated difference such that the amount of the Escrowed Property, Property will be sufficient to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on Price. (b) On the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, the Escrow Agent shall pay to a paying agent for payment to each Holder of the Notes the Special Mandatory Redemption Price for such Holder’s Notes. After the Termination Date, all interest will cease to accrue earned on the Notes Escrowed Property and any other Escrowed Property that is not required to be redeemed. The Trustee will release applied towards a Special Mandatory Redemption shall be paid to the Company Issuer upon the Escrow Issuer’s request and the Issuer will be permitted to use such funds at its discretion. Unless an Event of Default has occurred and is then continuing, none of the Holders of the Notes, nor any liquidated Escrowed Property agent, trustee or other deposited funds remaining after person acting on their behalf (including the Notes are redeemed. (c) Notwithstanding the foregoingTrustee), installments of interest on the Notes that are due and payable on Interest Payment Dates falling shall be entitled to exercise any rights on or prior to the Special Mandatory Redemption Outside Date will which it or they might have to recover any of the Escrowed Property as a result of or in connection with the breach or other noncompliance with the terms of this Indenture or the Escrow Agreement or the occurrence of any prepayment obligation hereunder or thereunder nor shall they be payable on such Interest Payment Dates entitled to take any action which would preclude the Escrowed Property from being applied in the manner contemplated in Section 1.3 of the Escrow Agreement. For the avoidance of doubt, subject to the registered foregoing sentence, the Trustee and the Holders as of the close Notes shall have all of business on the relevant Regular Record Dates in accordance with rights and remedies available under this Indenture (including without limitation the Notes and right to accelerate the Indenture. (dNotes) The Company shall not be required to make any mandatory redemption if a Default or sinking fund payments Event of Default has occurred, with respect to all Persons and matters other than the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicableEscrowed Property.

Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (x) the Company has not delivered the Spin Certificate to the Trustee and The Issuers shall deposit with the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25the gross proceeds from the sale of the Initial Notes and affiliates of BHI Investment, 2023 (the date that is six months after the Issue Date LLC shall deposit with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and additional amounts in cash or Treasury Securities (as defined in the Trustee in writing Escrow Agreement) such that the Company will not pursue escrowed funds are in an amount sufficient to (i) make all interest payments due and payable on the Merger Notes while the gross proceeds of the sale of the Initial Notes are in escrow, and the distribution (the earliest such event described in clause (x), (yii) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 10198.846% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption PriceEscrow Funds”). (b) In the event that the Company becomes obligated to redeem the The Notes pursuant shall be subject to the Special Mandatory RedemptionRedemption Provision in the event the Combinations are not consummated and the conditions to the release of the Escrow Funds, in accordance with the Escrow Agreement, are not met on or prior to July 31, 2005 or the Transaction Agreement is terminated in accordance with its terms at any time prior thereto. If the Special Redemption Provision is triggered, the Company will promptly, and in any event not more than ten Business Days after Issuers shall cause the Special Mandatory Redemption Event, deliver notice of special mandatory redemption to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be mailed to each Holder no later than the third next Business Day following July 31, 2005 or following the Special Mandatory Redemption Notice Date) date the Transaction Agreement is terminated, as applicable, and to the Trustee a notice Notes shall be redeemed with the Escrow Funds three Business Days following the date of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemedredemption. (c) Notwithstanding Neither this Section 3.10 nor the foregoing, installments Special Redemption Provision may be waived or modified without the written consent of interest on each holder of Notes. Failure to redeem the Notes that are due and payable on Interest Payment Dates falling on or prior when required pursuant to the Special Mandatory Redemption Date Provision, will be payable on such Interest Payment Dates to the registered Holders as constitute an Event of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments Default with respect to the Notes (d) Notwithstanding the status of the Canadian Issuer as an “unlimited company” under Nova Scotia law, except for Holders of the Special Mandatory Redemption pursuant Notes may not seek repayment, directly or indirectly, of any debts owing to ‎Section 4.03 hereof, if applicablethem by the Canadian Issuer from Holdings or any other direct or indirect shareholder of the Canadian Issuer until the Escrow Agent has released the Escrow Funds.

Escrow of Proceeds; Special Mandatory Redemption. (a) In On the event that (x) Issue Date, simultaneously with the issuance of the Notes, the Company has not delivered the Spin Certificate will, pursuant to the Trustee and terms of the Escrow Agent prior Agreement, deposit or cause to 11:59 p.m. be deposited into the Escrow Account cash (New York City timecollectively with the Escrow Account and any other property from time to time held in the Escrow Account, including any investments thereof, the “Escrow Property”) equal to the net proceeds of the offering of the Notes (after deducting the underwriting discount but before offering expenses). The Escrow Agreement provides that, on or prior to April 25, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 1:00 p.m. (New York City time) on the fifth Business Day following Outside Date, upon delivery to the Escrow Agent of an officer’s certificate pursuant to Section 1.05(b) of the Escrow Agreement certifying that the Merger will be consummated, simultaneously or substantially concurrently with the release of funds from the Escrow Account, on substantially the terms contemplated in the Merger Agreement as in effect on October 26, 2015, without any waiver or other modification thereof or consent thereunder that is materially adverse to the interest of the Holders (as reasonably determined by the Company) (such certification and delivery, the “Escrow Release Conditions”), the Escrow Agent will release the Escrow Property to or at the order of the Company (the date on which of such Escrowed Property is so released release, the “Escrow Release Date”). (b) Unless the Escrow Release Conditions have been fulfilled or (z) the Company notifies the Escrow Agent and the Trustee in writing that receive a termination notice from the Company will not pursue pursuant to Section 1.05(d) of the Merger and Escrow Agreement on or prior to 1:00 p.m. (New York City time) on the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”)Outside Date, the Company will be required to shall redeem the Notes then outstanding (such redemptionon the Outside Redemption Date, the “Special Mandatory Redemption”) at a cash redemption price equal to 101% of the principal amount of the Notes to be redeemedbeing redeemed (the “Special Mandatory Redemption Price”), plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Outside Redemption Date (such redemption, the “Special Mandatory Redemption PriceOutside Redemption”), and on the Outside Redemption Date, the Trustee will effect the Outside Redemption on behalf of the Company. (bc) In If the event Company delivers a termination notice to the Escrow Agent and the Trustee pursuant to Section 1.05(d) of the Escrow Agreement prior to the Outside Date indicating that it will not pursue the consummation of the Merger or that the Merger Agreement has been amended, modified or waived, or any consent granted with respect thereto, in a manner that would be materially adverse to the Holders (as reasonably determined by the Company), the Company becomes obligated to shall redeem the Notes pursuant to on the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten date that is three Business Days after the Special Mandatory Redemption Event, deliver to Trustee sends the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder the Holders of the Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory “Termination Redemption Date”), if necessary, the Company shall deposit or cause at a cash redemption price equal to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on plus accrued and after unpaid interest thereon to, but excluding, the Termination Redemption Date (such redemption, the “Termination Redemption” and, each of the Outside Redemption and the Termination Redemption, a “Special Mandatory Redemption”), and on the Termination Redemption Date, interest will cease to accrue the Trustee shall effect the Termination Redemption on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as behalf of the close of business on the relevant Regular Record Dates in accordance with the Notes and the IndentureCompany. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In On the event that (x) Issue Date, the Company has not delivered Issuers will deposit, or caused to be deposited, into the Spin Certificate Escrow Account an amount equal to the Trustee and gross proceeds of the offering of the Notes sold on the Issue Date (together with any other property from time to time held by the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25in the Escrow Account, 2023 (the date that is six months after the Issue Date with respect to the Notes“Escrowed Funds”), (y) . The Escrow Agent will release the Escrowed Property is released Funds to the Company or at its direction upon delivery by the Issuers to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and Agent, with a copy to the Trustee Trustee, no later than the Outside Date, of an Issuers Release Certificate, as defined in writing that the Company will not pursue the Merger and the distribution Escrow Agreement (the earliest “Escrow Release Condition,” and such event described in clause (x), (y) or (z), if anydate of release of the Escrowed Funds, the “Special Mandatory Redemption EventEscrow Release Date”), the Company will be required . (b) The Notes are subject to redeem the Notes then outstanding a special mandatory redemption (such redemption, the a “Special Mandatory Redemption”) at if either (i) the Escrow Release Date has not occurred on or prior to the Outside Date, or (ii) on any date prior to the Outside Date (any such date, the “Determination Date”), the Company has determined in its sole discretion that the Escrow Release Condition will not be satisfied by the Outside Date. The Company or, upon the receipt of written instruction from the Company accompanied by an officers’ certificate, the Trustee, will send a notice of Special Mandatory Redemption to the Escrow Agent and Holders of the Notes no later than one Business Day after the Outside Date or the Determination Date, as applicable. The Notes will be redeemed five Business Days following the date of the notice of Special Mandatory Redemption (the “Special Mandatory Redemption Date”). The redemption price equal to 101for any Special Mandatory Redemption will be 100.0% of the principal amount initial issue price of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon on the Notes from the Issue Date to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the . The Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property Funds to the Trustee. On or prior Paying Agent for purposes of funding such redemption as provided in the Escrow Agreement, and the Issuers shall pay any additional amounts to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause Paying Agent necessary to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with fund such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemedredemption. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior Any redemption pursuant to this Section 3.10 shall be made pursuant to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as provisions of the close of business on the relevant Regular Record Dates in accordance with the Notes Sections 3.03(b), 3.03(c), 3.04 and the Indenture3.05 hereof. (d) The Company shall provisions of Section 3.10(c) will not be required apply to make any mandatory redemption or sinking fund payments with respect Additional Notes except as specified in an Issuer Order providing for their issuance. This Section 3.10 will cease to apply after the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicableEscrow Release Date.

Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject to the provisions of an Escrow Agreement among the Issuers, U.S. Bank National Association, as escrow agent and the Trustee. The Notes will be subject to a Special Mandatory Redemption (athe “Special Mandatory Redemption”) In whereby the Issuers will redeem all of the Notes at a price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date up to, but not including, the Special Mandatory Redemption Date in the event that (xa) the Company has Closing Date does not delivered take place on or prior to November 21, 2013 (the Spin Certificate “Outside Date”), (b) at any time prior to the Outside Date, any conditions to the release of the proceeds are deemed by the Issuers to be incapable of being satisfied on or prior to the Outside Date or (c) at any time prior to the Outside Date, the Merger Agreement is terminated (any such event being a “Mandatory Redemption Event”). Notwithstanding any other provision of Section 5.9 of the Indenture, if such an event occurs, the Issuers will cause the notice of special mandatory redemption (the “Special Redemption Notice”) to be mailed within three Business Day following the Mandatory Redemption Event, to the Trustee and the Escrow Agent prior Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will request the Trustee to, at the Issuers’ expense, mail (by first-class mail to 11:59 p.m. (New York City timeeach Holder’s registered address or otherwise in accordance with the procedures of DTC) on or prior a notice that a Special Mandatory Redemption is to April 25occur. Within three Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event, 2023 the Issuers will perform the Special Mandatory Redemption (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (of such redemption, the “Special Mandatory RedemptionRedemption Date”) at a redemption price equal to 101% of ). If the principal amount proceeds from the sale of the Notes have not been released to be redeemedthe Issuers in accordance with the Escrow Agreement and a Special Redemption Notice is not delivered to the Escrow Agent by 1:00 p.m. (Eastern Time) on the Outside Date, plus accrued and unpaid interest thereon tothen the Escrow Agent will, but excludingat 2:00 p.m. (Eastern Time) on the Outside Date, release the Special Mandatory Redemption Date (Escrowed Funds to the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated Trustee to redeem the Notes pursuant to effect the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days . Any amounts remaining after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) making of the Special Mandatory Redemption and payment of any other amounts required under the date upon which such Notes Escrow Agreement or under this Indenture will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for returned by the Trustee to deliver to each registered Holder of Notes to be redeemedthe Issuers. Upon delivery by the Company to the Trustee release of the notice proceeds from the sale of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates Issuers in accordance with the Escrow Agreement, the Initial Notes and the Indenture. (d) The Company shall not will no longer be required subject to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the a Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicableSection 5.9 or otherwise.

Escrow of Proceeds; Special Mandatory Redemption. (a) In Concurrently with the event closing of the offering of the Notes on the Issue Date, the Issuer shall enter into the Escrow Agreement with the Trustee and the Escrow Agent, pursuant to which the Issuer (or one or more of its Affiliates) will deposit the Senior Secured Escrowed Property (as defined in the Escrow Agreement) into an escrow account with the Escrow Agent. The Issuer shall grant the Trustee, for the benefit of itself, the Escrow Agent and the Holders of the Notes, a first-priority security interest in the Escrow Accounts (as defined in the Escrow Agreement) and all deposits and investments therein to secure the Obligations under the Notes pending disbursement as described below and, by its acceptance of the Notes, each Holder shall be deemed to authorize and direct the Trustee to execute, deliver and perform its obligations under the Escrow Agreement. The Escrow Agreement requires that such security interest be perfected upon or prior to the Issue Date. (xb) The Issuer shall only be entitled to direct the Escrow Agent to release the Senior Secured Escrowed Property in accordance with the terms of the Escrow Agreement. Pursuant to the Escrow Agreement, the Escrow Agent shall release the Senior Secured Escrowed Property to the Issuer upon satisfaction of certain conditions set forth in the Escrow Agreement. (c) If (i) the Company has Acquisition is not delivered consummated on or prior to the Spin Certificate Termination Date (as defined in the Escrow Agreement), (ii) at any time prior to the Termination Date, the Escrow Release Conditions (as defined in the Escrow Agreement) are deemed by the Escrow Issuer to be incapable of being satisfied on or prior to the Termination Date or (iii) at any time prior to the Termination Date, the Acquisition Agreement is terminated (each, a “Mandatory Redemption Event”), then the Escrow Issuer shall send (at its own expense) a Special Mandatory Redemption Escrow Notice in the form attached to the Escrow Agreement as Annex II to the Trustee and the Escrow Agent prior within three (3) Business Days of such Mandatory Redemption Event. Concurrently with the delivery of the Special Mandatory Redemption Escrow Notice, the Escrow Issuer shall instruct the Trustee to, at the Escrow Issuer’s expense, mail (by first-class mail to 11:59 p.m. each Holder’s registered address or otherwise in accordance with the procedures of DTC) the Special Mandatory Redemption Escrow Notice, which shall state that a Special Mandatory Redemption shall occur on the Termination Date (New York City timein the case of a Mandatory Redemption Event, pursuant to clause (i) on of the definition thereof) or prior to April 25, 2023 (the date that is six months after specified in the Issue Date with respect Special Mandatory Redemption Escrow Notice (in the case of a Mandatory Redemption Event, pursuant to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (yii) or (z), if any, iii) of the definition thereof) (such date the “Special Mandatory Redemption EventDate”). Within three (3) Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event, the Company will Escrow Issuer shall consummate the Special Mandatory Redemption. The Notes shall be required to redeem the Notes then outstanding redeemed (such redemption, the “Special Mandatory Redemption”) by the Escrow Issuer on the Special Mandatory Redemption Date in cash at a redemption price equal to 101100.0% of the principal amount initial issue price of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon interest, if any, from the Issue Date up to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) The Issuer will, pursuant to the terms of the Escrow Agreement, deposit (or cause to be deposited) into the Escrow Account the net proceeds of the offering of the Initial Notes. (b) The Escrow Agreement provides that subject to the terms and conditions set forth therein, the Escrow Agent will liquidate all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the Issuer or to such other Person as the Issuer directs in accordance with the terms of the Escrow Agreement. (c) The Trustee is hereby authorized and directed to execute and deliver the Escrow Agreement. (d) In the event that (x) the Company Issuer has not delivered the Spin Certificate to the Trustee and the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25, 2023 (the date that is six five months after the Issue Date with respect to the Notes)Date, (y) the Escrowed Property is released to the Company Issuer or to such other Person person as the Company Issuer directs but the Merger and the distribution are Spin-Off is not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company Issuer notifies the Escrow Agent and the Trustee in writing that the Company Issuer will not pursue the Merger and the distribution Spin-Off (the earliest such event described in clause the foregoing clauses (x), (y) or (z), if any, ) being the “Special Mandatory Redemption Event”), the Company Issuer will be required to redeem all of the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) then outstanding at a redemption price equal to 101100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon on the Notes to be redeemed, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (be) In the event that the Company Issuer becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company Issuer will promptly, and in any event not more than ten five Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will shall be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company Issuer to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On Where applicable, on or about the Business Day immediately following the Special Mandatory Redemption Notice Date (and no later than the Business Day prior to the Special Mandatory Redemption Date), the Escrow Agent, without the requirement of further notice to or action by the Company Issuer or any other person, shall liquidate all Escrowed Property Property, if any, and release the any such Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company Issuer shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with any such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company Issuer any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (cf) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates record dates in accordance with the Notes and the this Indenture. (d) The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (xi) the Escrow Agent and the Trustee have not received an Escrow Release Officer’s Certificate pursuant to Section 5(a) of the Escrow Agreement prior to the Outside Date or (ii) prior to the Outside Date, the Company has not delivered the Spin delivers an Escrow Redemption Officer’s Certificate to the Trustee and the Escrow Agent prior pursuant to 11:59 p.m. (New York City timeSection 5(b) on or prior to April 25of the Escrow Agreement, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that shall notify the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x)Trustee and, (y) or (z)within one Business Day, if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice the terms of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow AgentAgreement, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Business Day following (A) the Outside Date, if necessaryin the case of clause (i) above or (B) the delivery of the Escrow Redemption Officer’s Certificate by the Company, in the case of clause (ii) above, the Company shall deposit deliver notices (which it may send electronically, by mail or cause to be deposited mailed by first-class mail, postage prepaid, in each case in the form of a notice of redemption substantially in the form attached as Exhibit D hereto) of redemption (with a copy to the Trustee immediately available funds in U.S. dollars in an and Escrow Agent) to each holder of Notes that the entire principal amount sufficient, when taken together with such liquidated Escrowed Property, to pay outstanding of the Special Mandatory Notes shall be redeemed at the Escrow Redemption Price on (x) February 3, 2015, in the case of clause (i) above or (y) in the case of clause (ii) above, the day falling two Business Days after the delivery of the Escrow Redemption Officer’s Certificate (such date of redemption, the “Escrow Redemption Date”). On the Escrow Redemption Date, all of the Notes to then outstanding will be redeemed on (such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on redemption, the Special Mandatory Redemption Date to the “Special Mandatory Redemption. Unless ”) in whole at the Company defaults Escrow Redemption Price using the Escrowed Property released to the Trustee in payment accordance with the first sentence of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemedthis Section 3.09. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after redemption of the Notes are redeemed(including, for the avoidance of doubt, if the Escrow Redemption Date occurs prior to the Outside Date, any Escrowed Property that would have represented accrued and unpaid interest from, and including, such Escrow Redemption Date to, but excluding, the Outside Date) and payment of fees and expenses, including those of the Trustee’s counsel. (cb) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior Any redemption made pursuant to this Section 3.09 shall be made pursuant to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates procedures set forth in this Indenture and the Escrow Agreement, except to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance extent inconsistent with the Notes and the Indenture. (d) this Section 3.09. The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption mandatory redemption pursuant to ‎Section 4.03 Section 3.09 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject to the provisions of an Escrow Agreement among the Issuers, U.S. Bank National Association, as escrow agent and the Trustee. The Notes will be subject to a Special Mandatory Redemption (athe “Special Mandatory Redemption”) In whereby the Issuers will redeem all of the Notes at a price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date up to, but not including, the Special Mandatory Redemption Date in the event that (xa) the Company has Closing Date does not delivered take place on or prior to November 21, 2013 (the Spin Certificate “Outside Date”), (b) at any time prior to the Outside Date, any conditions to the release of the proceeds are deemed by the Issuers to be incapable of being satisfied on or prior to the Outside Date or (c) at any time prior to the Outside Date, the Merger Agreement is terminated (any such event being a “Mandatory Redemption Event”). Notwithstanding any other provision of Section 5.9 of the Indenture, if such an event occurs, the Issuers will cause the notice of special mandatory redemption (the “Special Redemption Notice”) to be mailed within three Business Day following the Mandatory Redemption Event, to the Trustee and the Escrow Agent prior Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will request the Trustee to, at the Issuers’ expense, mail (by first-class mail to 11:59 p.m. (New York City timeeach Holder’s registered address or otherwise in accordance with the procedures of DTC) on or prior a notice that a Special Mandatory Redemption is to April 25occur. Within three Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event, 2023 the Issuers will perform the Special Mandatory Redemption (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (of such redemption, the “Special Mandatory RedemptionRedemption Date”) at a redemption price equal to 101% of ). If the principal amount proceeds from the sale of the Notes have not been released to be redeemedthe Issuers in accordance with the Escrow Agreement and a Special Redemption Notice is not delivered to the Escrow Agent by 1:00 p.m. (Eastern Time) on the Outside Date, plus accrued and unpaid interest thereon tothen the Escrow Agent will, but excludingat 2:00 p.m. (Eastern Time) on the Outside Date, release the Special Mandatory Redemption Date (Escrowed Funds to the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated Trustee to redeem the Notes pursuant to effect the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days . Any amounts remaining after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) making of the Special Mandatory Redemption and payment of any other amounts required under the date upon which such Notes Escrow Agreement or under this Indenture will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for returned by the Trustee to deliver to each registered Holder of Notes to be redeemedthe Issuers. Upon delivery by the Company to the Trustee release of the notice proceeds from the sale of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates Issuers in accordance with the Escrow Agreement, the Initial Notes will no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwise. Except as set forth in this paragraph 8 of this Note and Section 5.9 of the Indenture. (d) The Company shall , the LLC Co-Issuer will not be required to make any other mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In On the event that (x) Initial Issuance Date, the Company has not delivered the Spin Certificate Issuers will deposit, or caused to be deposited, into an escrow account established pursuant to the Trustee and Escrow Agreement an amount equal to the net proceeds of the offering of the Notes sold on the Initial Issuance Date after deducting the Initial Purchasers’ discount but before other expenses (together with any other property from time to time held by the Escrow Agent prior in such escrow account, the “Escrowed Funds”). The Escrow Agent will release the Escrowed Funds to 11:59 p.m. (New York City time) the Company or at the Company’s direction upon delivery by the Company to the Escrow Agent, with a copy to the Trustee, on or prior to April 25the Outside Date, 2023 of an Acquisition Certificate as specified in the Escrow Agreement (the date that “Escrow Release Condition”). (b) The Notes are subject to a special mandatory redemption (a “Special Mandatory Redemption”) if either (i) the Escrow Release Condition has not been satisfied on or prior to the Outside Date, or (ii) the JPE Merger Agreement is six months after terminated on or prior to the Issue Outside Date (any such date, the “Determination Date”). The Company or, upon the receipt of written instruction from the Company accompanied by an Officers’ Certificate, the Trustee, will send a notice of Special Mandatory Redemption (a “Special Mandatory Redemption Notice”) with respect to the Notes), (y) the Escrowed Property is released all outstanding Notes to the Company Escrow Agent and Holders of the Notes no later than one Business Day after the Outside Date or to such other Person the Determination Date, as applicable; provided, however, that if the Escrow Agent notifies the Trustee in writing that the Escrow Agent has not received an Acquisition Certificate as specified in the Escrow Agreement or a Special Mandatory Redemption Notice from the Company directs but the Merger and the distribution are not consummated at on or prior to 11:59 p.m. (New York City time) the Outside Date, then the Trustee will send the Special Mandatory Redemption Notice to the Holders of the Notes. The Notes will be redeemed on the fifth Business Day following the date on which such Escrowed Property is so released or of the notice of Special Mandatory Redemption (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption EventDate”), the Company . The redemption price for any Special Mandatory Redemption will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100.0% of the principal amount of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon on the Notes from the Initial Issuance Date to, but excluding, the Special Mandatory Redemption Date (Date. The Escrow Agent will release the “Special Mandatory Redemption Price”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant Escrowed Funds to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Paying Agent notice (the date on which for purposes of funding such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be redemption no later than the third Business Day following the Special Mandatory Redemption Notice Date10:00 a.m. (New York City time) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to on the Special Mandatory Redemption Date, if necessary, and the Company Issuers shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date any additional amounts to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after Paying Agent necessary to fund such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemedredemption. (c) Notwithstanding the foregoingExcept as provided herein, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior any redemption pursuant to this Section 3.10 shall be made pursuant to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as provisions of the close of business on the relevant Regular Record Dates in accordance with the Notes Sections 3.03, 3.04 and the Indenture3.05 hereof. (d) The Company shall provisions of this Section 3.10 will not be required apply to make any mandatory redemption or sinking fund payments with respect to Additional Notes unless specified in the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicableOfficers’ Certificate directing their issuance.

Escrow of Proceeds; Special Mandatory Redemption. (a) In Upon closing of the event that initial purchase and sale of the Notes, (xi) the Company has not delivered the Spin Certificate to the Trustee and Initial Purchasers will deposit with the Escrow Agent prior pursuant to 11:59 p.m. the Escrow Agreement, the proceeds from the sale of the Initial Notes and (New York City timeii) on the Issuers (or prior one or more of their Affiliates) will deposit with the Escrow Agent funds sufficient to April 25, 2023 (the date that is six months after the Issue Date pay interest with respect to the Notes)Notes up to, (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if anyincluding, the “last possible Special Mandatory Redemption EventDate ((i) and (ii), collectively the “Escrowed Funds”). (b) The Notes may be redeemed in whole, but not in part, by the Company will be required Issuers pursuant to redeem the Notes then outstanding a special mandatory redemption (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100.0% of the principal amount initial issue price of the Notes to be redeemed, plus accrued and unpaid interest thereon from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date in the event that (i) the Closing Date does not take place on or prior to November 21, 2013 (the “Special Outside Date”), (ii) at any time prior to the Outside Date, any conditions to the release of the proceeds are deemed by the Issuers to be incapable of being satisfied on or prior to the Outside Date or (iii) at any time prior to the Outside Date, the Merger Agreement is terminated (any such event being a “Mandatory Redemption PriceEvent”). (bc) In Notwithstanding any other provision of this Section 5.9, if a Mandatory Redemption Event occurs, the event that Issuers will cause the Company becomes obligated to redeem the Notes pursuant to the notice of a Special Mandatory Redemption, Redemption (the Company will promptly, and in any event not more than ten “Special Redemption Notice”) to be mailed within three Business Days after Day following the Special occurrence of a Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will request the Trustee to, at the Issuers’ expense, mail (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC) a notice that a Special Mandatory Redemption will occur on the Outside Date or the date specified in the Special Redemption Notice. Within three Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event (or, if earlier, on the Outside Date), the Issuers will consummate the Special Mandatory Redemption (the date on which of such notice is deliveredredemption, the “Special Mandatory Redemption Notice Date”). If the proceeds from the sale of the Notes have not been released to the Issuers in accordance with the Escrow Agreement and a Special Redemption Notice is not delivered to the Escrow Agent by 1:00 p.m. (Eastern Time) on the Outside Date, then the Escrow Agent will, at 2:00 p.m. (Eastern Time) on the Outside Date, release the Escrowed Funds to the Trustee to effect the Special Mandatory Redemption. Any amounts remaining after the making of the Special Mandatory Redemption and payment of any other amounts required under the date upon which such Notes Escrow Agreement or under this Indenture will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for returned by the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemed. (c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the IndentureIssuers. (d) The Company Upon release of the proceeds from the sale of the Notes to the Issuers in accordance with the Escrow Agreement, the Initial Notes shall no longer be subject to a Special Mandatory Redemption pursuant to this Section 5.9 or otherwise. (e) Except as set forth in this Section 5.9, the LLC Co-Issuer will not be required to make any other mandatory redemption or sinking fund payments with respect to the Notes, except for the Special Mandatory Redemption pursuant to ‎Section 4.03 hereof, if applicable.

Escrow of Proceeds; Special Mandatory Redemption. (a) In The Trustee is hereby authorized and directed to enter into and perform its obligations under the event that (x) Escrow Agreement on the Company has not delivered the Spin Certificate date of this Indenture and any amendment to the Trustee and Escrow Agreement thereafter authorized under the Escrow Agent prior to 11:59 p.m. terms thereof. (New York City timeb) on or prior to April 25, 2023 (Upon the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “occurrence of a Special Mandatory Redemption Event”), the Company will be required to redeem all, but not less than all, of the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) Notes at a redemption price equal to 101100% of the principal amount of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon to, but excluding, to the Special Mandatory Redemption Date redemption date (the a “Special Mandatory Redemption PriceRedemption”). (b) In the event that the Company becomes obligated to redeem the Notes pursuant , subject to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) rights of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and such deposited funds Holders on the Special Mandatory Redemption Date relevant record date to the Special Mandatory Redemption. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, receive interest will cease to accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited funds remaining after the Notes are redeemedrelevant interest payment date as provided herein. (c) Notwithstanding the foregoingprovisions of Section 3.03 hereof, installments within ten days of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to occurrence of the Special Mandatory Redemption Date Event, the Company will be payable on such Interest Payment Dates mail to the each Holder at its registered Holders as of the close of business on the relevant Regular Record Dates address (or transmit otherwise in accordance with the Applicable Procedures of the Depositary), the Trustee and to the Escrow Agent notice of such Special Mandatory Redemption, stating that a Special Mandatory Redemption Event has occurred and that all of the Notes will be redeemed on the redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the Indenturedate such notice is mailed or otherwise transmitted). (d) The Company shall not be required to make any mandatory redemption Upon the earlier of the satisfaction of the Escrow Release Conditions or sinking fund payments with respect to a Special Mandatory Redemption, the Notes, except for foregoing provisions regarding the Special Mandatory Redemption pursuant will cease to ‎Section 4.03 hereof, if applicableapply.