Common use of Redemption Notice Clause in Contracts

Redemption Notice. If the Series A-1 Redemption Notice shall have been given, from and after the Series A-1 Redemption Date, unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price of the Series A-1 Preferred Units to be redeemed), and the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposes.

Redemption Notice. If In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the Series A-1 Indenture Trustee will give a Redemption Notice to each Holder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been givennotified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice whether funds are or will, from and after on the Series A-1 applicable Redemption Date, unless the Partnership defaults in providing or securing funds sufficient be available for such redemption Optional Redemption. Such Redemption Notice must be given at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the time applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and place specified for payment any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series A-1 Redemption Noticeof Notes or of all Outstanding Notes, all Series A-1 Distributions on such Series A-1 Preferred Units that the Notes to be redeemed shall cease and all rights must be surrendered (which action may be taken by any Holder of holders of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any Notes (less an amount equal to declared and unpaid distributions any portion thereof payable to the Series A-1 Redemption Dateapplicable Hedge Provider), and such Series A-1 Preferred Units shall not thereafter be transferred on (vi) that, unless the books Issuer defaults in the payment of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest incomeRedemption Price, if any, earned interest on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units to be redeemed), and Outstanding Principal Balance of the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units Notes called for redemption until funds sufficient will cease to pay accrue on and after the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesDate.

Redemption Notice. If (i) Subject to the Series A-1 provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the shares of Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the number of Class B Units (the “Redeemed Units”), that the Redeeming Member intends to have been given, from the Company redeem and after the Series A-1 Redemption Date, a date (unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that the Manager in its sole discretion agrees in writing to waive such interest income is not required to pay the Series A-1 Redemption Price time periods) on which exercise of the Series A-1 Preferred Units to Redemption Right shall be redeemedcompleted, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the holders Company, the Manager and the Redeeming Member may change the number of any Series A-1 Preferred Redeemed Units so redeemed and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall have no claim transfer and surrender the Redeemed Units to any the Company, free and clear of all liens and encumbrances, and (B) the Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such interest income. Any funds deposited with Units are certificated, the Series A-1 Transfer Agent hereunder Company shall issue to the Redeeming LEGAL\41134311\10 Member a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited certificate surrendered by the Partnership with Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesRedeemed Units.

Redemption Notice. If the Series A-1 Redemption Notice shall have been given, from and after the Series A-1 Redemption Date, unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant Subject to the Series A-1 Redemption Noticeprovisions set forth in this Section 11.01, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except each Member (other than the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership Corporation) shall be entitled to receive from cause the Series A-1 Transfer Agent Company to redeem (a “Redemption”) its Common Units, other than any Excluded Unit (the interest income“Redemption Right”), if anyat any time beginning 180 days after the First A&R Effective Time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”), earned on shall exercise such funds deposited right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Series A-1 Transfer Agent Corporation. The Redemption Notice shall specify the number of Common Units (including Equitized Units) (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such interest income is not required to pay the Series A-1 Redemption Price time periods), on which exercise of the Series A-1 Preferred Redemption Right shall be completed (the “Redemption Date”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that, at the election of the Redeeming Member, a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(b), on the Redemption Date (to be redeemedeffective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units and surrender any certificates representing the Redeemed Units duly endorsed in blank, free and clear of all liens and encumbrances, in each case, to the Company, and (B) the Company shall (x) cancel the Redeemed Units and any certificates representing the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z) if the holders Redeemed Units are certificated, issue to the Redeeming Member a certificate representing a number of any Series A-1 Preferred Common Units so redeemed shall have no claim equal to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder difference (if any) between the number of Common Units represented by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited certificate surrendered by the Partnership with Redeeming Member pursuant to clause (A) of this Section 11.01(a) and the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesRedeemed Units.

Redemption Notice. If In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the Series A-1 Indenture Trustee will give a Redemption Notice to each Noteholder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been givennotified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice whether funds are or will, from and after on the Series A-1 applicable Redemption Date, unless the Partnership defaults in providing or securing funds sufficient be available for such redemption Optional Redemption. Such Redemption Notice must be given at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the time applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and place specified for payment any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series A-1 Redemption Noticeof Notes or of all Outstanding Notes, all Series A-1 Distributions on such Series A-1 Preferred Units that the Notes to be redeemed shall cease and all rights must be surrendered (which action may be taken by any Noteholder of holders of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any Notes (less an amount equal to declared and unpaid distributions any portion thereof payable to the Series A-1 Redemption Dateapplicable Hedge Provider), and such Series A-1 Preferred Units shall not thereafter be transferred on (vi) that, unless the books Issuer defaults in the payment of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest incomeRedemption Price, if any, earned interest on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units to be redeemed), and Outstanding Principal Balance of the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units Notes called for redemption until funds sufficient will cease to pay accrue on and after the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposes.Date. [Master Indenture]

Redemption Notice. If In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the Series A-1 Indenture Trustee will give a Redemption Notice to each Holder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been givendetermined in advance of giving any such Redemption Notice whether funds are or will, from and after on the Series A-1 applicable Redemption Date, unless the Partnership defaults in providing or securing funds sufficient be available for such redemption Optional Redemption. Such Redemption Notice must be given at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the time applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and place specified for payment any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series A-1 Redemption Noticeof Notes or of all Outstanding Notes, all Series A-1 Distributions on such Series A-1 Preferred Units that the Notes to be redeemed shall cease and all rights must be surrendered (which action may be taken by any Holder of holders of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any Notes (less an amount equal to declared and unpaid distributions any portion thereof payable to the Series A-1 Redemption Dateapplicable Hedge Provider), and such Series A-1 Preferred Units shall not thereafter be transferred on (vi) that, unless the books Issuer defaults in the payment of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest incomeRedemption Price, if any, earned interest on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units to be redeemed), and Outstanding Principal Balance of the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units Notes called for redemption until funds sufficient will cease to pay accrue on and after the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesDate.

Redemption Notice. If In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the Series A-1 Indenture Trustee will give a Redemption Notice to each Noteholder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been givennotified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice whether funds are or will, from and after on the Series A-1 applicable Redemption Date, unless the Partnership defaults in providing or securing funds sufficient be available for such redemption Optional Redemption. Such Redemption Notice must be given at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the time applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and place specified for payment any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series A-1 Redemption Noticeof Notes or of all Outstanding Notes, all Series A-1 Distributions on such Series A-1 Preferred Units that the Notes to be redeemed shall cease and all rights must be surrendered (which action may be taken by any Noteholder of holders of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any Notes (less an amount equal to declared and unpaid distributions any portion thereof payable to the Series A-1 Redemption Dateapplicable Hedge Provider), and such Series A-1 Preferred Units shall not thereafter be transferred on (vi) that, unless the books Issuer defaults in the payment of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest incomeRedemption Price, if any, earned interest on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units to be redeemed), and Outstanding Principal Balance of the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units Notes called for redemption until funds sufficient will cease to pay accrue on and after the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesDate.

Redemption Notice. If At least 30 days before the Series A-1 Redemption Notice redemption date of any Bonds the Trustee shall have been givencause a notice, from and after the Series A-1 Redemption Datesigned by it, unless the Partnership defaults of any such redemption, either in providing whole or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Noticein part, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed given to all Bondholders whose Bonds are to be redeemed. Each such notice shall cease and set forth (i) the date fixed for redemption, (ii) the Redemption Price (plus premium, if any) to be paid, (iii) if less than all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership Outstanding Bonds shall be entitled to receive from called for redemption, the Series A-1 Transfer Agent the interest incomedistinctive numbers and letters, if any, earned on of such funds deposited with Bonds to be redeemed and, in the Series A-1 Transfer Agent (case of Bonds to be redeemed in part only, the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units principal amount thereof to be redeemed), (iv) that on the date fixed for redemption such Redemption Price (plus premium, if any) will become due and payable upon each Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue on and after said redemption date , (v) the holders place where such Bonds are to be surrendered for payment of such Redemption Price (plus premium, if any); and (vi) whether the redemption is effected by reason of the second occurrence of an Event of Taxability; and shall otherwise comply with Securities Exchange Act of 1934 Release No. 34-23856, dated December 3, 1986 (the "Redemption Release"). In case any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall state also that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. Failure to comply with the requirements of the Redemption Release or any defect thereon shall not affect the validity of the proceedings for the redemption of the Bonds. Failure to give redemption notice to any Holder or any defect in any notice so given shall not affect the validity of the proceedings for the redemption of the Bonds of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest incomeother Holders. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposes.--------------

Redemption Notice. If the Series A-1 Class B Redemption Notice shall have been given, then from and after the Series A-1 Class B Redemption Date, unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Class B Redemption Notice, all Series A-1 Class B Preferred Unit Distributions on such Series A-1 Class B Preferred Units to be redeemed shall cease to accumulate and all rights of holders Class B Preferred Holders of such Series A-1 Class B Preferred Units as Limited Partners with respect to such Series A-1 Class B Preferred Units shall cease, except the right to receive the Series A-1 Class B Redemption Price, including any plus an amount equal to declared all accumulated and unpaid distributions to thereon to, but not including, the Series A-1 applicable Class B Redemption Date, regardless of whether declared, and such Series A-1 Class B Preferred Units shall not thereafter be transferred on the Partnership’s unit transfer books of maintained by the Series A-1 registrar and Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding Outstanding for any purpose whatsoever. The Partnership Class B Preferred Holders shall be entitled have no claim to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price of the Series A-1 Preferred Units to be redeemed), and the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest incomePaying Agent. Any funds deposited with the Series A-1 Transfer Paying Agent hereunder by the Partnership for any reason, including including, but not limited to, redemption of Series A-1 Class B Preferred Units, that remain unclaimed or unpaid after two years one year after the applicable Series A-1 Class B Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment repayment, the Series A-1 Class B Preferred Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Class B Redemption Notice, there shall be no redemption of any Series A-1 Class B Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Class B Redemption Price of such Series A-1 Class B Preferred Units Units, plus all accumulated and unpaid Class B Preferred Unit Distributions to, but not including, the applicable Class B Redemption Date, regardless of whether declared, shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Paying Agent, secured by the General Partner for such purposes.

Redemption Notice. If In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the Series A-1 Indenture Trustee will give a Redemption Notice to each Noteholder of the Notes to be redeemed and to each Hedge Provider, provided that the Indenture Trustee shall have been givennotified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice that funds are or will, from and after on the Series A-1 applicable Redemption Date, unless be available therefor. Such Redemption Notice must be given at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the Partnership defaults applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in providing or securing funds sufficient for such redemption at respect thereof, the time and place specified for payment Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider (v) for an Optional Redemption of an entire Class or Series A-1 Redemption Noticeof Notes or of all Outstanding Notes, all Series A-1 Distributions on such Series A-1 Preferred Units that the Notes to be redeemed shall cease and all rights must be surrendered (which action may be taken by any Noteholder of holders of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any Notes (less an amount equal to declared and unpaid distributions any portion thereof payable to the Series A-1 Redemption Dateapplicable Hedge Provider), and such Series A-1 Preferred Units shall not thereafter be transferred on (vi) that, unless the books Issuer defaults in the payment of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest incomeRedemption Price, if any, earned interest on such funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price portion of the Series A-1 Preferred Units to be redeemed), and Outstanding Principal Balance of the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units Notes called for redemption until funds sufficient will cease to pay accrue on and after the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesDate.

Redemption Notice. If (i) Subject to the Series A-1 provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have been given, from the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and after the Series A-1 Redemption Date, 30% Class B Floating Units; and (ii) a date (unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that the Manager in its sole discretion agrees in writing to waive such interest income is not required to pay the Series A-1 Redemption Price time periods) on which exercise of the Series A-1 Preferred Units to Redemption Right shall be redeemedcompleted, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the holders Company, the Manager and the Redeeming Member may change the number of any Series A-1 Preferred Redeemed Units so redeemed and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall have no claim transfer and surrender the Redeemed Units to any the Company, free and clear of all liens and encumbrances, and (B) the Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such interest income. Any funds deposited with Units are certificated, the Series A-1 Transfer Agent hereunder Company shall issue to the Redeeming Member a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited certificate surrendered by the Partnership with Redeeming Member pursuant to clause (B) of this Section 11.01(a)(ii) and the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesRedeemed Units.

Redemption Notice. If (i) Subject to the Series A-1 provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have been given, from the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and after the Series A-1 Redemption Date, 30% Class B Floating Units; and (ii) a date (unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that the Manager in its sole discretion agrees in writing to waive such interest income is not required to pay the Series A-1 Redemption Price time periods) on which exercise of the Series A-1 Preferred Units to Redemption Right shall be redeemedcompleted, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the holders Company, the Manager and the Redeeming Member may change the number of any Series A-1 Preferred Redeemed Units so redeemed and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall have no claim transfer and surrender the Redeemed Units to any the Company, free and clear of all liens and encumbrances, and (B) the Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such interest income. Any funds deposited with Units are certificated, the Series A-1 Transfer Agent hereunder Company shall issue to the Redeeming Member a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited certificate surrendered by the Partnership with Redeeming Member pursuant to clause (B) of this Section 11.01(a)(ii) and the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesRedeemed Units.

Redemption Notice. If (i) Subject to the Series A-1 provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock- up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have been given, from the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and after the Series A-1 Redemption Date, 30% Class B Floating Units; and (ii) a date (unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (to the extent that the Manager in its sole discretion agrees in writing to waive such interest income is not required to pay the Series A-1 Redemption Price time periods) on which exercise of the Series A-1 Preferred Units to Redemption Right shall be redeemedcompleted, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the holders Company, the Manager and the Redeeming Member may change the number of any Series A-1 Preferred Redeemed Units so redeemed and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall have no claim transfer and surrender the Redeemed Units to any the Company, free and clear of all liens and encumbrances, and (B) the Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such interest income. Any funds deposited with Units are certificated, the Series A-1 Transfer Agent hereunder Company shall issue to the Redeeming Member a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited certificate surrendered by the Partnership with Redeeming Member pursuant to clause (B) of this Section 11.01(a)(ii) and the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Series A-1 Transfer Agent, secured by the General Partner for such purposesRedeemed Units.