Common use of Special Mandatory Redemption Clause in Contracts

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. If (ai) If the closing of the merger of Scorpion Corporation I, Inc. with and into USF Holding Corp., with USF Holding Corp. surviving as a wholly owned subsidiary of the Issuer, immediately followed by the merger of USF Holding Corp. with and into Scorpion Company does II, LLC, with Scorpion Company II, LLC surviving as a wholly owned subsidiary of the Issuer (such transactions being collectively referred to herein as the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2013 (the “Merger Agreement”), among the Issuer, Scorpion Corporation I, Inc., Scorpion Company II, LLC and USF Holding Corp., has not consummate the Merger occurred on or prior to June 17October 8, 2020 2015 substantially on the terms contemplated by the Merger Agreement as such Merger Agreement exists as of the Original Issue Date or (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that ii) the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated at any time on or prior to the Outside Date October 8, 2015 (each, each of such events being a “Special Mandatory Redemption EventTrigger”), the Company shall Issuer shall, in accordance with this Section 2.9, redeem the Notes Notes, in whole but not in part whole, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest from and including the Original Issue Date, if anyor the most recent date to which interest has been paid, towhichever is later, to but excluding, not including the mandatory redemption date (the “Special Mandatory Redemption”). Within ten days of the occurrence of the Special Mandatory Redemption Date (as defined below) (subject to Trigger, the right Issuer will give notice of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 to each Holder of the Base Notes and to the Trustee, stating, among other matters prescribed in the Indenture. (b) Upon the occurrence of , that a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, Trigger has occurred and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the date such notice is given). Upon the occurrence of the closing of the Merger substantially on the terms contemplated by the Merger Agreement, the provisions of this Section 2.9 regarding the Special Mandatory Redemption Notice Date (such date, the “will cease to apply. The provisions relating to Special Mandatory Redemption Date”) automatically and described above may not be waived or modified with respect to the Notes without any further action by the Holders written consent of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 Holder of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Outstanding Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If the Company does not consummate (i) the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date Escrow End Date, or (eachii) at any time prior to the Escrow End Date, the Escrow Conditions are deemed by the Issuer in its good faith and reasonable judgment as evidenced by an Officer’s Certificate delivered to the Trustee to be incapable of being satisfied on or prior to the Escrow End Date, or (iii) at any time prior to the Escrow End Date, the Merger Agreement is terminated (each of such events being a “Special Mandatory Redemption EventTrigger”), the Company Issuer shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) all of the Notes outstanding on the Special Mandatory Redemption Date at the special mandatory redemption price equal to 101% of the aggregate principal amount of the NotesNotes to be redeemed, plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the “Special Mandatory Redemption DatePrice”), in accordance with the applicable provisions set forth herein and in Article 10 which includes a premium equal to 1% of the Base Indentureprincipal amount of the Notes (the “Special Mandatory Redemption Premium”). (b) Upon Notwithstanding anything to the contrary in the Indenture, the Issuer shall cause a notice of Special Mandatory Redemption (the “Special Redemption Notice”) to be sent to the Trustee and the Escrow Agent within three Business Days following the occurrence of a Special Mandatory Redemption EventTrigger, which notice shall provide for the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all redemption of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date redemption date set forth in such notice (such date, the “Special Mandatory Redemption Date”) automatically and without any further action ), which redemption date shall be no later than five Business Days from the date of such notice. Concurrently with delivery of the Special Redemption Notice, the Issuer shall instruct the Trustee to mail or deliver electronically if held by DTC in accordance with DTC’s customary procedures, to the Holders holders of the Notes, in each case a notice that a Special Mandatory Redemption will occur on the Special Mandatory Redemption Date in accordance with the applicable provisions set forth herein and in Article 10 requirements of Section 5.4 of the Base Indenture, . Unless the form Issuer defaults in payment of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption DatePrice, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Special Mandatory Redemption. Upon the first to occur of either (ai) If April 18, 2018, if the Company does Acquisition is not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to such date, or (ii) the Outside Date date on which the Purchase Agreement is terminated (each, a “Special Mandatory Redemption EventTrigger”), the Company shall Issuer will be required to redeem the all outstanding Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the NotesNotes being redeemed, plus any accrued and unpaid interest, if anyinterest on the aggregate principal amount of the Notes being redeemed, to, but excluding, the date of the special mandatory redemption (the “Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption DateRedemption”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon . Within five Business Days after the occurrence of a Special Mandatory Redemption EventTrigger, the Company shall promptly (but in no event later than 10 Business Days following such Issuer will cause notice of the Special Mandatory Redemption Event) notify (such notice to include be delivered electronically or mailed, with a copy to the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventTrustee, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders to each Holder of Notes (at such date of notification to Holder’s registered address, stating, among other matters prescribed in the HoldersIndenture, the “that a Special Mandatory Redemption Notice Date”) Trigger has occurred and that all of the outstanding Notes outstanding are to be redeemed and that such Notes will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions redemption date set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to (which will be no earlier than three Business Days and no later than 30 days from the Trusteedate such notice is given). At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee If funds sufficient to pay the Special Mandatory Redemption Price for of the Notes. If Notes to be redeemed on the special mandatory redemption date are deposited with the Trustee or a paying agent on or before such deposit is made as provided abovespecial mandatory redemption date, and certain other conditions are satisfied, on and after such special mandatory redemption date, the Notes will cease to bear interest. The aggregate net proceeds from the sale of the Notes will not be held in escrow, and Holders of the Notes will not have any special access or rights to or a security interest or encumbrance of any kind on and after the net proceeds from the offering of the Notes. Upon the occurrence of the consummation of the Acquisition, the foregoing provisions regarding the Special Mandatory Redemption Datewill cease to apply.

Special Mandatory Redemption. If (ai) If the Company consummation of the Merger does not consummate occur on or before the later of (x) May 14, 2024 or (y) such later date to which the Merger Agreement as in effect on or prior to June 17August 24, 2020 2023 may be extended in accordance with its terms (the “Outside Date”), or if, (ii) prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or (iii) the Company otherwise notifies the Trustee that in the Company’s reasonable judgment Company will not pursue the consummation of the Merger will not be consummated on or prior to (the earlier of the date of delivery of such notice described in clause (iii), the Outside Date (eachand the date the Merger Agreement is terminated, a the “Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Notes in whole but not in part (such redemption, the “Special Mandatory Redemption”), at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”) ). In the event that all of the Company becomes obligated to redeem the Notes outstanding pursuant to the Special Mandatory Redemption, the Company will be redeemed on the 3rd promptly, and in any event not more than five Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no earlier than the third Business Day and no later than 30 days following the date of such notice) automatically and together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Notes are held by any depositary (including, without any further action by the Holders of Noteslimitation, in each case DTC) in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch depositary’s customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each registered holder of the Notes to be included redeemed at its registered address. Unless the Company defaults in such notice to payment of the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes interest will cease to bear interest accrue on the Notes to be redeemed. Upon the occurrence of the closing of the Merger, this Section 2.07 shall terminate and after the Special Mandatory Redemption Datebe of no further force and effect.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the The Company shall redeem the Notes Notes, in whole but not in part part, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest on the principal amount thereof to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to Date, if the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is AdvancePierre Acquisition has not occurred on or prior to December 25, 2017, or if, prior to such date, the Merger Agreement is terminated (each, a “Special Mandatory Redemption DateEvent”), in accordance with the applicable provisions set forth herein and in Article 10 3 of the Base Original Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 5 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day 30th day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes), in each case in accordance with the applicable provisions set forth herein and in Article 10 3 of the Base Original Indenture. The Trustee, upon receipt of the form notice specified above, on the Redemption Notice Date shall, on behalf of such notice to the Company, notify each Holder in accordance with the applicable provisions of the Indenture that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of any the Notes to be included in such notice to the TrusteeNotes. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date, unless the Company defaults in the payment of the Special Mandatory Redemption Price.

Special Mandatory Redemption. In the event that (ai) If the Company does not consummate closing of the Merger has not occurred on or prior to December 22, 2021 (provided that, if the termination date of the Merger Agreement is extended, this date will also be extended to the same extended termination date, but in no case will this date be extended beyond June 1722, 2020 (the “Outside Date”2022), or if, prior to the Outside Date, (ii) the Company notifies the Trustee in writing that it will not pursue the consummation of the Merger or (iii) the Merger Agreement is has been terminated or that in without the Company’s reasonable judgment consummation of the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Eventspecial mandatory redemption event”), the Company shall will be required to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Pricespecial mandatory redemption price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest and Additional Interest on the principal amount of the Notes from and including the Issue Date, if anyor the most recent date to which interest has been paid on such series of Notes, whichever is later, to, but excludingnot including, the Special Mandatory Redemption Date special mandatory redemption date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Eventspecial mandatory redemption event, the Company shall will promptly (but in no event later than 10 Business Days business days following such Special Mandatory Redemption Eventspecial mandatory redemption event) notify (such cause written notice to include be delivered electronically or mailed, with a copy to the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventTrustee, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes to each Holder at its registered address (such date of notification to the Holders, the “Special Mandatory Redemption Notice Dateredemption notice date”) ). The notice will inform Holders that all of the Notes outstanding will be redeemed on the 3rd Business Day third business day following the Special Mandatory Redemption Notice Date redemption notice date (such date, the “Special Mandatory Redemption Datespecial mandatory redemption date”) and that all of the outstanding Notes will be redeemed at the special mandatory redemption price on the special mandatory redemption date automatically and without any further action by the Holders of the Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day business day immediately preceding the Special Mandatory Redemption Datespecial mandatory redemption date, the Company shall will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datespecial mandatory redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on the 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 this Supplemental Indenture.

Special Mandatory Redemption. (a) If the Company Parent does not consummate the Merger ERICO Acquisition on or prior to June 17December 31, 2020 (the “Outside Date”)2015, or if, prior to the Outside Date, the Company notifies the Trustee in writing that the ERICO Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or any time prior to such date (without replacement thereof) other than as a result of consummating the Outside Date (eachERICO Acquisition, a “then the Company shall be required to redeem this Security on the Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notesthis Security, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to Date. Notwithstanding the right foregoing, installments of Holders of record interest on the relevant Regular Record Date to receive interest this Security that are due and payable on any Interest Payment Date that is Dates falling on or prior to the Special Mandatory Redemption Date), in accordance with Date shall be payable on such Interest Payment Dates to the applicable provisions set forth herein and in Article 10 registered Securityholders as of the Base Indenture. (b) Upon close of business on the occurrence relevant regular record dates. The Company shall cause the notice of a Special Mandatory Redemption Eventto be sent, with a copy to the Company shall promptly (but in no event later than 10 Trustee, within five Business Days following such Special Mandatory Redemption Event) notify (such notice to include after the Officers’ Certificate required by Section 10.2 occurrence of the Base Indenture) event triggering the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification obligation to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following effectuate the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in to each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the TrusteeSecurityholder at its registered address. At On or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding before the Special Mandatory Redemption Date, the Company shall deposit with the Trustee or a paying agent funds sufficient to pay the Special Mandatory Redemption Price for special mandatory redemption price of the Notes. If such deposit is made as provided above, the Notes will cease Securities to bear interest be redeemed on and after the Special Mandatory Redemption Date. If funds sufficient to pay the special mandatory redemption price of the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a paying agent on or before such Special Mandatory Redemption Date, and any applicable conditions set forth in the Indenture are satisfied, interest shall cease to accrue on the Securities on and after such Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If the Company does Canopy Investment is not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to April 1, 2019 or prior to such date the Outside Date Purchase Agreement is terminated without the completion of the Canopy Investment (eacheither of the foregoing, a “Special Mandatory Redemption Event”), the Company shall will be required to redeem the Notes in whole but not in part on the Special Mandatory Redemption Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus together with accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to Date. On the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Business Day following the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include or the Officers’ Certificate required by Section 10.2 Trustee upon the prior written direction from the Company and at the sole cost and expense of the Base IndentureCompany) shall deliver a notice of special mandatory redemption in accordance with the Trustee in writing applicable procedures of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders DTC to each Holder of Notes (such date of notification to stating that the Holders, the “Special Mandatory Redemption Notice Date”) that all entire principal amount outstanding of the Notes outstanding will shall be redeemed on the 3rd Business Day following at the Special Mandatory Redemption Notice Date (such date, Price on the “Special Mandatory Redemption Date”) Date specified therein automatically and without any further action by the Holders of the Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice . Prior to the Holders opening of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, business on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee Paying Agent, or the Trustee, cash in an aggregate amount equal to the Special Mandatory Redemption Price for the Notes, calculated as of the Special Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, with respect to the Notes will cease on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent prior to bear interest the opening of business on the Special Mandatory Redemption Date, then, on and after the Special Mandatory Redemption Date, the Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on 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 record dates according to the terms and provisions of Section 2.3. Upon the consummation of the Canopy Investment, this Section 2.10 will cease to apply. The provisions of Sections 5.2, 5.3 and 5.6 of the Initial Indenture shall not be applicable to any special mandatory redemption of the Notes.

Special Mandatory Redemption. (a) If In the event that the Company does not consummate the Merger on or prior to June 17, 2020 acquisition of Visa Europe Limited (the “Outside DateVisa Europe Acquisition”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated ) on or prior to the Visa Europe Outside Date (eachDate, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a “result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notesthis Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of Holders of record interest on the relevant Regular Record Date to receive interest this Note that are due and payable on any Interest Payment Date that is Dates falling on or prior to the Special Mandatory Redemption Date), Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the applicable provisions set forth herein and in Article 10 of Indenture. If the Base Indenture. (b) Upon Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of a Special Mandatory Redemption Event, the event that requires the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification redeem this Note to the Holdersregistered address of each Holder, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice a copy to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee If funds sufficient to pay the Special Mandatory Redemption Price for of this Note on the Notes. If Special Mandatory Redemption Date are deposited with the Trustee on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Notes Special Mandatory Redemption Date, this Note will cease to bear interest on and after all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that (ai) If the Company does closing of the Acquisition has not consummate the Merger occurred on or prior to June 17December 29, 2020 2024 (or such later date to which the “Outside Date”)Share Purchase Agreement may be extended in accordance with its terms, or if, any such extension to be set forth in an Officer’s Certificate delivered to the Trustee prior to the Outside Dateclose of business on December 29, 2024 or such other extended termination date as shall be then applicable), (ii) the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger it will not be consummated on pursue the consummation of the Acquisition or prior to (iii) the Outside Date Share Purchase Agreement has been terminated without the consummation of the Acquisition (each, a “Special Mandatory Redemption Eventspecial mandatory redemption event”), the Company shall will be required to redeem the Notes in whole but not in part (a “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Pricespecial mandatory redemption price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest on the principal amount of the Notes from and including the Original Issue Date, if anyor the most recent date to which interest has been paid on such series of Notes, whichever is later, to, but excludingnot including, the Special Mandatory Redemption Date special mandatory redemption date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Eventspecial mandatory redemption event, the Company shall will promptly (but in no event later than 10 Business Days business days following such Special Mandatory Redemption Eventspecial mandatory redemption event) notify (such cause written notice to include be delivered electronically or mailed, with a copy to the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventTrustee, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes to each Holder at its registered address (such date of notification to the Holders, the “Special Mandatory Redemption Notice Dateredemption notice date”) ). The notice will inform Holders that all of the Notes outstanding will be redeemed on the 3rd Business Day third business day following the Special Mandatory Redemption Notice Date redemption notice date (such date, the “Special Mandatory Redemption Datespecial mandatory redemption date”) and that all of the outstanding Notes will be redeemed at the special mandatory redemption price on the special mandatory redemption date automatically and without any further action by the Holders of the Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m.10:00 a.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Datespecial mandatory redemption date, the Company shall will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datespecial mandatory redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on the 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 this Supplemental Indenture.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the The Company shall redeem the Notes Notes, in whole but not in part part, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest on the principal amount thereof to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to Date, if the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is Hillshire Brands Acquisition has not occurred on or prior to April 1, 2015, or if, prior to such date, the Merger Agreement is terminated (each, a “Special Mandatory Redemption DateEvent”), in accordance with the applicable provisions set forth herein and in Article 10 3 of the Base Original Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 5 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day 30th day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes), in each case in accordance with the applicable provisions set forth herein and in Article 10 3 of the Base Original Indenture. The Trustee, upon receipt of the form notice specified above, on the Redemption Notice Date shall, on behalf of such notice to the Company, notify each Holder in accordance with the applicable provisions of the Indenture that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of any the Notes to be included in such notice to the TrusteeNotes. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date, unless the Company defaults in the payment of the Special Mandatory Redemption Price.

Special Mandatory Redemption. The Notes shall be redeemed in whole and not in part (aa “Special Mandatory Redemption”) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date event that (each, a “Special Mandatory Redemption Triggering Event”) either: (1) the Issuer does not consummate the acquisition of AssuraMed, Inc. (the “Acquisition”) on or prior to October 31, 2013; or (2) the Agreement and Plan of Merger, dated as of February 13, 2013 (the “Merger Agreement”), with AssuraMed, Inc. (“AssuraMed”), Mesa Merger Corp., a wholly owned subsidiary of the Company Issuer, and Xxxxxxx, Dubilier & Rice, LLC, as representative of AssuraMed’s stockholders is terminated any time prior to October 31, 2013 for any reason. The Issuer shall redeem all of the aggregate principal amount of the outstanding Notes on the earlier to occur of (i) in whole but the case of redemption pursuant to clause 4(1) above, December 31, 2013 or (ii) in the case of redemption pursuant to clause 4(2) above, the 60th day (or if such day is not in part at a special mandatory redemption price Business Day, the first Business Day thereafter) following such termination of the Merger Agreement (the “Special Mandatory Redemption PriceDate”) ). Upon Special Mandatory Redemption, the Issuer shall pay a redemption price equal to 101% of the aggregate principal amount of the NotesNotes to be redeemed (the “Special Mandatory Redemption Price”), plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to Date. Notwithstanding the right foregoing, installments of Holders of record interest on the relevant Regular Record Date to receive Notes that are due and payable on interest due on any Interest Payment Date that is payment dates falling on or prior to a Special Mandatory Redemption Date shall be payable on the interest payment date to the persons in whose name the Notes are registered at the close of business on the relevant record date in accordance with the Notes and the Indenture. On and after the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company interest shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice cease to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of accrue on the Notes outstanding will be redeemed on unless the 3rd Business Day following Issuer defaults in the payment of the Special Mandatory Redemption Notice Date (such datePrice and accrued and unpaid interest, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trusteeif any. At On or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding before the Special Mandatory Redemption Date, the Company Issuer shall deposit with the Trustee or a paying agent, funds sufficient to pay the Special Mandatory Redemption Price for of the NotesNotes to be redeemed on the Special Mandatory Redemption Date, and (except if the Special Mandatory Redemption Date shall be an interest payment date) accrued and unpaid interest, if any. If such deposit is made Notice of Special Mandatory Redemption shall be mailed, with a copy to the Trustee, no later than five Business Days following the Special Mandatory Redemption Triggering Event (a “Special Mandatory Redemption Notice”). The Special Mandatory Redemption Notice shall state the information set forth in, and shall be provided in accordance with Section 11.2 of the Indenture. Special Mandatory Redemption Notice having been given as provided abovein the Indenture, the Notes will cease to bear interest called for Special Mandatory Redemption shall, on the Special Mandatory Redemption Date, become due and after payable at the Special Mandatory Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.

Special Mandatory Redemption. If, for any reason, (ai) If the Company does Acquisition is not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to July 10, 2011 or (ii) the Outside Date (eachStock Purchase Agreement is terminated on or prior to July 10, a “Special Mandatory Redemption Event”)2011, the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% all of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, Senior Notes on the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to at the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Price. Promptly after the occurrence of a Special Mandatory Redemption Eventthe event triggering such redemption, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include furnish the Trustee with an Officers’ Certificate required by Section 10.2 to the effect that such event has occurred and, promptly after the occurrence of the Base Indenture) the Trustee in writing of event triggering such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Dateredemption, the Company shall deposit either (i) give notice of such redemption to the holders of the Senior Notes in accordance with Section 3.02 of the Indenture or (ii) cause the Trustee to give such notice in the Company’s name and at its expense, by providing a written request to the Trustee, signed by the Company’s President, Treasurer or any Vice President; provided, however, that such written request is received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice of such redemption to the holders of the Senior Notes. In such event, the Company shall provide the Trustee with the Trustee information required by Section 3.02 of the Indenture. Such notice having been duly given, the redemption of the Senior Notes shall be made upon the terms and in the manner stated in Sections 3.02 and 3.03 of the Indenture, to the extent applicable and to the extent not inconsistent with this Section 1.09. If funds sufficient to pay the Special Mandatory Redemption Price for of all of the Notes. If Senior Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Senior Notes will cease to bear interest on and after and, other than the right to receive the Special Mandatory Redemption DatePrice, all rights under the Senior Notes shall terminate.

Special Mandatory Redemption. If (ax) If the Company consummation of the Rice Merger (as defined below) does not consummate the Merger occur on or prior to June 17before May 19, 2020 2018 (the “Outside Date”), ) or if, prior to (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Rice Merger (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Notes in whole but not in part at a special mandatory redemption price Securities of this series then outstanding (such redemption, the “Special Mandatory Redemption PriceRedemption”) at a Redemption Price equal to 101% of the aggregate principal amount of the Notes, Securities of this series to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”) ). In the event that all the Company becomes obligated to redeem Securities of this series pursuant to the Notes outstanding Special Mandatory Redemption, the Company will be redeemed on the 3rd promptly, and in any event not more than ten Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which such Securities will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no later than the third Business Day following the date of such notice) automatically and together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Securities are held by any Depositary (including, without any further action by the Holders of Noteslimitation, in each case DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Securities to be redeemed at its registered address. Unless the applicable provisions set forth herein and Company defaults in Article 10 payment of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, interest will cease to accrue on the Company shall deposit with the Trustee funds sufficient Securities to pay be redeemed. For purposes of the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided aboveprovisions of this Security, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.following definitions are applicable:

Special Mandatory Redemption. In the event that (ax) If the Company does Xxxxxxxx Acquisition is not consummate the Merger consummated on or prior to June 1730, 2020 2022 or (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that y) the Merger Agreement is terminated or that in without the Company’s reasonable judgment the Merger will not be Xxxxxxxx Acquisition being consummated on or prior to the Outside Date (each, any such event being a “Special Mandatory Redemption Event”), the Company shall redeem all of the Notes in whole but not in part at a special mandatory redemption price then Outstanding (the “Special Mandatory Redemption PriceRedemption”) ), at a price equal to 101% of the aggregate principal amount of the NotesNotes then Outstanding, plus accrued and unpaid interestinterest thereon, if any, to, to (but excluding, ) the redemption date (the “Special Mandatory Redemption Date (as defined below) (subject Price”). For purposes of the foregoing, the Xxxxxxxx Acquisition will be deemed consummated if the closing under the Merger Agreement occurs, including after giving effect to any amendments to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on Merger Agreement or prior waivers thereunder acceptable to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 Company. Notice of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Event and that a Special Mandatory Redemption Event) notify is to occur (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateNotice”) that all shall be delivered to the Trustee and delivered to Holders of Notes according to the procedures of the Notes outstanding will be redeemed on Depositary within 10 Business Days after the 3rd Business Day following Special Mandatory Redemption Event. At the Company’s written request, the Trustee shall give the Special Mandatory Redemption Notice Date in the Company’s name and at the Company’s expense. On the redemption date specified in the Special Mandatory Redemption Notice, which shall be no more than 10 Business Days (or such dateother minimum period as may be required by the Depositary) after mailing or sending the Special Mandatory Redemption Notice, the special mandatory redemption shall occur (the date of such redemption, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee). At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee If funds sufficient to pay the Special Mandatory Redemption Price for of all of the Notes. If Notes then Outstanding on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, then on and after such Special Mandatory Redemption Date, the Notes will shall cease to bear interest on and after and, other than the right to receive the Special Mandatory Redemption DatePrice, all rights under the Notes shall terminate. Upon the consummation of the Xxxxxxxx Acquisition, this Section 2.06 shall cease to apply.

Special Mandatory Redemption. (a) If In In the Company event that (i) the Conversion Date does not consummate the Merger on or occur prior to June 17the Conversion Outside Date or (ii) the Issuer informs the Trustee in writing that, 2020 in the reasonable good faith judgment of the Issuer, the Conversion Date will not occur prior to the Conversion Outside Date (the date of any such event being the “Outside Special Termination Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company Issuer shall redeem the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturerelevant interest payment date. (b) Upon Subject to Section 5.9(c), notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, Issuer no later than 5 one Business Days Day following receipt of such notice from the CompanySpecial Termination Date, notify to the Trustee and Holders of Notes substantially in the form attached as Exhibit D hereto (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateNotice”) ), which will provide that all of the Notes outstanding will shall be redeemed on a date that is no later than the 3rd third Business Day following after such notice is given by the Special Mandatory Redemption Notice Date Issuer (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding DTC. (c) On the Special Mandatory Redemption Date, the Company Issuer shall deposit with pay to the Trustee funds sufficient Paying Agent for payment to pay each Holder of Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes. (d) Any redemption made pursuant to this Section 5.9 shall be made pursuant to the provisions of Sections 5.1 through 5.6, except to the extent inconsistent with this Section 5.9. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. If such deposit is made as provided above, the Notes will cease except pursuant to bear interest on and after the Special Mandatory Redemption Datethis Section 5.9.

Special Mandatory Redemption. (a1) If the Company does not consummate the Merger Mergers on or prior to June 1730, 2020 (the “Outside Date”)2016, or if, prior to the Outside Datesuch date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b2) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. If, for any reason, (ai) If the Company does acquisition of Administradora de Fondos de Pensiones Cuprum S.A. (“Cuprum”) is not consummate completed in accordance with the Merger SPA on or prior to June 17November 19, 2020 (the “Outside Date”)2013, or if, (ii) prior to the Outside Datesuch date, the Company notifies the Trustee in writing that the Merger Agreement SPA is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”)terminated, the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% all of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, Senior Notes on the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to at the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Price. Promptly after the occurrence of a Special Mandatory Redemption Eventthe event triggering such mandatory redemption, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include furnish the Trustee with an Officers’ Certificate required by Section 10.2 to the effect that such event has occurred and, promptly after the occurrence of the Base Indentureevent triggering such mandatory redemption, the Company shall either (i) the Trustee in writing give written notice of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice mandatory redemption to the Holders of the Senior Notes to be included at their addresses, as shown in the Security Register for the Senior Notes, by first-class mail, postage prepaid, such notice to be to the Trustee. At effect set forth in the second paragraph of Section 1105 of the Indenture, or prior (ii) cause the Trustee to 12:00 p.m.give such notice in such manner in the name and at the expense of the Company provided that, New York City time, on in the Business Day immediately preceding the Special Mandatory Redemption Datelatter case, the Company shall deposit with will give the Trustee at least five days prior notice of the date of the of the giving of such notice (or such shorter period as shall be acceptable to the Trustee). Such notice having been duly given as aforesaid, the redemption of the Senior Notes shall be made upon the terms and in the manner stated in the Indenture, to the extent applicable and to the extent not inconsistent with this Section 1.10. If funds sufficient to pay the Special Mandatory Redemption Price for of all of the Notes. If such deposit is made as provided aboveSenior Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before the Special Mandatory Redemption Date, the Notes will cease to bear interest on from and after the Special Mandatory Redemption Date, the Senior Notes shall cease to bear or accrue any interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under the Senior Notes shall terminate.

Special Mandatory Redemption. (a) If (i) the Company does Escrow Agent has not consummate received the Merger officers’ certificate pursuant to section 5(a) of the Escrow Agreement on or prior to June 17, 2020 (before the “Outside Date”)Deadline, or if, (ii) prior to the Outside DateDeadline, the Company notifies the Trustee in writing that the Merger Agreement is terminated or the Issuer notifies the Trustee and the Escrow Agent in writing or otherwise announces (with written confirmation to the Escrow Agent and the Trustee) that in the Company’s reasonable judgment the Merger Agreement has been or will be terminated or that the Issuer has determined that the Acquisition will not otherwise be consummated pursued, then the Issuer shall, on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”)third Business Day following the Deadline, the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price date of such notice or such longer period as required by DTC, as applicable (the “Special Mandatory Redemption PriceDate”), be required to redeem the Notes (the “Special Mandatory Redemption”) at a redemption price equal to 101100% of the aggregate principal amount of the Notesinitial issue price thereof, plus accrued and unpaid interest, if any, interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) redemption date (subject to the right of Holders of record of the Notes on the relevant Regular Record Date record date to receive interest due on the relevant interest payment date) (the “Special Mandatory Redemption Price”). (b) Notice of the Special Mandatory Redemption shall be mailed or sent electronically by the Issuer no later than the next Business Day following the Deadline or the date of the notice described in Section 3.07(a), as applicable, to each Holder at its registered address, the Trustee and the Escrow Agent. The notice, if mailed or sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any Interest Payment Date that is on case, any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (c) Subject to the provisions of the Escrow Agreement, upon receipt of the notice of Special Mandatory Redemption, the Escrow Agent shall liquidate all of the Escrowed Property then held by it, and the Issuer shall deposit with the Trustee an additional amount in cash sufficient, together with the Escrowed Property to pay the aggregate Special Mandatory Redemption Price no later than the last Business Day prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company Escrow Agent shall deposit pay to the Trustee for payment to each Holder the Special Mandatory Redemption Price for such Holder’s Notes. After the Deadline or the date of the notice described in Section 3.07(a), as applicable, all interest earned on the Escrowed Property, all investments thereof, and all dividends, distributions and other payments or proceeds in respect thereof, and any other Escrowed Property that is not required to be applied towards the Special Mandatory Redemption and after payment of any amounts due and owing the Escrow Agent and the Trustee, shall be paid to the Issuer upon the Issuer’s written request in accordance with the Trustee terms of the Escrow Agreement. (d) The Notes shall, on the Special Mandatory Redemption Date, become due and payable and shall be paid by the Issuer at the Special Mandatory Redemption Price. The Notes shall cease to bear interest and all rights under the Notes shall terminate upon the irrevocable deposit of funds sufficient to pay the Special Mandatory Redemption Price for with the Notes. If Trustee or a Paying Agent on or before such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date. (e) Neither this Section 3.07 nor Section 4.16 may be waived or modified in a manner that would materially adversely affect the Holders without the written consent of each affected Holder of the Notes. Failure to make the Special Mandatory Redemption, if required, in accordance with this Section 3.07 shall constitute an Event of Default with respect to the Notes. (f) Upon the consummation of the Acquisition and the release of the Escrowed Property pursuant to Section 5(a) of the Escrow Agreement, the foregoing provisions in this Section 3.07 regarding the Special Mandatory Redemption will cease to apply.

Special Mandatory Redemption. (a) If (x) the Company does Spin-Off is not consummate the Merger consummated on or prior to June 1711:59 p.m. on August 5, 2020 2022 (such date and time, the “Outside Date”), or if, (y) prior to the Outside date of the consummation of the Spin-Off (the “Spin-Off Date”), the Company Issuer notifies the Trustee in writing that BD does not expect to consummate the Merger Agreement is terminated Spin-Off by the Outside Date, or that in the Company’s reasonable judgment the Merger will not be consummated on or (z) prior to the Outside Date Spin-Off Date, BD has made a public announcement that it has determined not to proceed with the Spin-Off (eachthe earliest date of any such event described in the foregoing clauses (x), a (y), or (z) being the “Special Termination Date”), then the Issuer shall redeem all of the Notes (the “Special Mandatory Redemption EventRedemption”), the Company shall redeem the Notes in whole but not in part ) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturerelevant interest payment date. (b) Upon the occurrence Notice of a Special Mandatory Redemption Eventshall be delivered by the Issuer electronically or, at the Company shall promptly (but Issuer’s option, mailed by first-class mail by the Issuer substantially in the form attached as Exhibit C hereto no event later than 10 two (2) Business Days following such the applicable Special Mandatory Redemption Event) notify (such notice Termination Date, to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) and shall provide that all of the Notes outstanding will shall be redeemed on the 3rd Business Day following at the Special Mandatory Redemption Notice Date Price on the third Business Day after such notice is given by the Issuer (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by in accordance with the Holders terms of Notes, in each case this Indenture or otherwise in accordance with the applicable provisions set forth herein and procedures of DTC. If funds sufficient to pay the applicable Special Mandatory Redemption Price in Article 10 of the Base Indenture, the form of such notice to the Holders respect of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, redeemed on the Business Day immediately preceding Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, then the Notes will to be redeemed shall cease to bear interest on and after the Special Mandatory Redemption Date. For the avoidance of doubt, the Issuer shall not be required to effect any Special Mandatory Redemption following the time of the consummation of the Spin-Off.

Special Mandatory Redemption. (a) If All of the Company does outstanding aggregate principal amount of the Notes shall be subject to mandatory redemption by the Issuers on the Special Mandatory Redemption Date in the event that (i) the Acquisition is not consummate the Merger completed on or prior to June 17September 6, 2020 2012 (the “Outside Date”), or if, prior to (ii) the Outside Date, the Company notifies the Trustee in writing that the Merger Arrangement Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachany such event, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) Price equal to 101% of the aggregate principal amount of the NotesNotes outstanding, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon If a Special Mandatory Redemption Event occurs, the occurrence Issuers shall cause a notice of a Special Mandatory Redemption Event, to be delivered promptly after the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 occurrence of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such dateEvent via first-class mail to each Holder of Notes at its registered address, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice a copy to the Trustee. At or prior to 12:00 p.m.Such notice shall state (i) that a Special Mandatory Redemption Event has occurred, New York City time, on the Business Day immediately preceding (ii) the Special Mandatory Redemption Date, (iii) the Company Redemption Price, inclusive of accrued interest through, but not including, the Special Mandatory Redemption Date, (iv) the name and address of the Paying Agent and (v) that no representation is made as to the accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. The Issuers shall deposit with perform the Trustee Special Mandatory Redemption on the Special Mandatory Redemption Date and shall pay to the Paying Agent at or prior to 11:00 a.m. (New York time) on the Special Mandatory Redemption Date cash sufficient to permit all outstanding Notes to be redeemed at the special mandatory Redemption Price. If, on or before the Special Mandatory Redemption Date, funds sufficient to pay the special mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Price for Date are deposited with the Notes. If Paying Agent, on and after such deposit is made as provided aboveSpecial Mandatory Redemption Date, the Notes will cease to bear interest on and after and, other than the Special Mandatory right to receive the special mandatory Redemption DatePrice all rights under the Notes shall terminate.

Special Mandatory Redemption. In the event that (a) If the Company Escrow Release Date does not consummate the Merger take place on or prior to June 17, 2020 the Outside Date or (the “Outside Date”), or if, b) at any time prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Transaction Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date accordance with its terms (each, any such event being a “Special Mandatory Redemption Event”), WRECO shall deliver a Release Notice to the Company Trustee and the Escrow Agent in accordance with the terms of the Escrow Agreement and shall redeem all of the Notes in whole but not in part at a special mandatory redemption price the Special Mandatory Redemption Price (the “Special Mandatory Redemption PriceRedemption”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes three (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”3) that all of the Notes outstanding will be redeemed on the 3rd Business Day business days following the Special Mandatory Redemption Notice Date Event (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by ). Simultaneously with delivering the Holders Release Notice, WRECO shall send notice of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, to Holders in accordance with Section 3.03 (other than with respect to the Company shall deposit time periods set forth therein). Substantially concurrently with the receipt by the Trustee funds of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to pay redeem the Notes at the Special Mandatory Redemption Price for in accordance with the Notesterms of the Escrow Agreement. If Pursuant to the Escrow Agreement if the Escrow Agent (i) has not received the Officer’s Certificate and Release Notice each as defined in and referred to in Section 5(a) of the Escrow Agreement at or prior to 11:59 p.m. (New York City time) on the Outside Date or (ii) has received a Release Notice from the Issuer stating that the Transaction Agreement has been terminated in accordance with its terms prior to the Outside Date in accordance with the terms of the Escrow Agreement, then the Escrow Agent promptly after the Outside Date or the date on which it has received such deposit is made Release Notice (as provided aboveapplicable) will liquidate any Eligible Escrow Investments constituting Escrowed Property and as soon as practicable deliver the Escrowed Property to the Trustee. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes will cease to bear interest on and after at the Special Mandatory Redemption DatePrice in accordance with the terms of the Escrow Agreement. After payment of the Special Mandatory Redemption Price to holders of the Notes, any excess funds held by the Trustee shall be returned to WRECO. Upon the Release on the Escrow Release Date pursuant to Section 4.14, the Notes shall no longer be subject to a Special Mandatory Redemption pursuant to this Section 3.07.

Special Mandatory Redemption. (a) If In the Company does event that (a) the Escrow Release has not consummate the Merger occurred on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, Date or (b) the Company Issuer notifies the Trustee and the Escrow Agent in writing that the Merger Agreement is terminated or Issuer has determined that in the Company’s reasonable judgment the Merger Escrow Release will not be consummated occur on or prior to the Outside Date (each, each such event being a “Special Mandatory Redemption Event”), the Company shall Issuer will redeem all of the Notes in whole (the “Special Mandatory Redemption”) at a price equal to 100.0% of the principal amount of the Notes redeemed plus accrued and unpaid interest from the Issue Date to, but not in part at a special mandatory redemption price including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”) equal to 101% ). Notice of the aggregate principal amount occurrence of a Mandatory Redemption Event will be given by the NotesIssuer (a “Special Redemption Notice”) within three Business Days following the occurrence of a Mandatory Redemption Event, plus accrued to the Trustee, the Escrow Agent, the Collateral Agent and unpaid interestDTC. Within three Business Days after the Issuer sends such notice of a Mandatory Redemption Event or otherwise in accordance with DTC’s procedures, if any, to, but excluding, the Escrowed Property will be released from the Escrow Account to the Issuer or in accordance with the Escrow Agreement and the Issuer will perform the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing date of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such dateredemption, the “Special Mandatory Redemption Date”). (b) automatically The Trustee shall notify the Escrow Agent as soon as practicable if (i) any amount is declared or becomes due and without any further action by payable pursuant to Section 6.02 or (ii) the Holders of Notes, in each case Trustee receives an Officer’s Certificate pursuant to Section 3.01. (c) Following the Escrow Release in accordance with the applicable provisions set forth herein and in Article 10 Section 4(b) of the Base IndentureEscrow Agreement, the form of such notice Notes shall no longer be subject to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the a Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient pursuant to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datethis Section 3.11.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall redeem all outstanding Notes at the Special Mandatory Redemption Price on the date set forth in clause (b) below. (b) If a Special Mandatory Redemption Event has occurred, the Company will promptly (but in no event later than 10 five Business Days following the occurrence of such Special Mandatory Redemption Event) notify (such provide written notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventTrustee, and the Trustee shall, no later than 5 shall deliver such notice to each registered Holder of such Notes five Business Days following receipt of such notice from the Company, notify Company which notice shall specify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that . If funds sufficient to pay the Special Mandatory Redemption Price of all of the Notes outstanding will to be redeemed on the 3rd Business Day following Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to but excluding the Special Mandatory Redemption Notice Date Date, such Notes will cease to bear interest and all rights of the holders under such Notes shall terminate (such dateother than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the “Special Mandatory Redemption Date”) automatically and without any further action by ). The Escrow Agent may release the Holders Escrowed Property for the purpose of Notes, in each case in accordance with funding the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice Special Mandatory Redemption Price to the Holders holders of the Notes on the Special Mandatory Redemption Date upon receipt of an Officer’s Certificate of the Company certifying as to be included in such notice to the Trusteematters. At or prior to 12:00 p.m.10:00 am, New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee Paying Agent, or the Trustee, funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided aboveUpon the occurrence of the closing of the Merger, the Notes will cease to bear interest on and after foregoing provisions regarding the Special Mandatory Redemption Datewill cease to apply.

Special Mandatory Redemption. The Notes will be subject to a mandatory redemption (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventRedemption”) in the event that either (i) the Escrow Proceeds have not been released to Opco for distribution in accordance with the terms and conditions of the Escrow Agreement (the “Release Date”) on or before the Escrow End Date or (ii) prior to the Escrow End Date, the Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a “Trigger Date”). The Issuers will cause a notice of Special Mandatory Redemption substantially in the form required by Section 3.03 of the Indenture to be mailed to the Holders, the Company shall Trustee and the Escrow Agent promptly but in any event not later than five Business Days after the Trigger Date and will redeem the Notes in whole but not in part at a special mandatory no later than five Business Days following the date of the notice of redemption. The redemption price (the “for any Special Mandatory Redemption Price”) equal to 101will be the sum of 100% of the aggregate principal amount of the NotesNotes issued on the Issue Date, plus together with accrued and unpaid interest, if any, to, interest on the Notes from the Issue Date up to but excluding, not including the date of the Special Mandatory Redemption Date (as defined below) (subject to Redemption. If the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence Escrow Agent receives a notice of a Special Mandatory Redemption Eventpursuant to the terms of the Escrow Agreement, the Company shall promptly (but in no event Escrow Agent will upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds if any, then held by it not later than 10 the last Business Days following such Day prior to the date of the Special Mandatory Redemption Event) notify (such notice to include Redemption. Concurrently with the Officers’ Certificate required by Section 10.2 release of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification amounts necessary to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following fund the Special Mandatory Redemption Notice Date (such dateto the Paying Agent, the “Special Mandatory Redemption Date”) automatically and without Escrow Agent will release any further action by excess of Escrow Proceeds over the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice mandatory redemption price to the Holders of the Notes to be included in such notice Issuers (less any amounts owing to the Trustee. At or prior Escrow Agent), and the Issuers will be permitted to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient use such excess Escrow Proceeds refunded to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datethem at their discretion.

Special Mandatory Redemption. (a) If In the Company does not consummate the Merger on or prior to June 17, 2020 event that (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that a) the Merger Agreement is terminated on or that in the Company’s reasonable judgment at any time prior to July 15, 2023 without the Merger will having been consummated, or (b) the Merger is not be consummated on or at any time prior to July 15, 2023, the Outside Date (each, a “Company will redeem all of the Notes on the Special Mandatory Redemption Event”)Date, the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate outstanding principal amount of the such Notes, plus accrued and unpaid interestinterest thereon from the last date on which interest was paid or, if anyinterest has not been paid, from the Original Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of Holders of record interest on the relevant Regular Record Date to receive interest Notes that are due and payable on any Interest Payment Date that is 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 Date), . (b) The Company shall cause the notice of Special Mandatory Redemption to be mailed or otherwise delivered in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base Indenture. (b) Upon Depositary, with a copy to the Trustee, within five Business Days after the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following triggering the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders to each Holder of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trusteeat its registered address. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee If funds sufficient to pay the Special Mandatory Redemption Price for of the Notes. If Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Notes notes will cease to bear interest on and after and, other than the right to receive the Special Mandatory Redemption DatePrice, all rights under such notes shall terminate. (c) Upon the occurrence of the closing of the Merger, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.

Special Mandatory Redemption. (a) If the Company does not consummate In addition to any payments required by Section 11.1 hereof, if consummation of the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will has not be consummated occurred on or prior to the Outside earlier to occur of (i) termination of the Merger Agreement or (ii) 150 days after the Issue Date if the Escrow Funds have not been released by that time (eachprovided that the 150-day period may be extended at the option of the Company up to an additional 120 days if (A) the Company shall have deposited an additional amount (to be reasonably determined by the Initial Purchasers on the same basis as the determination of the Additional Escrow Amount) in the Escrow and Pledge Account for the benefit of the holders of the Securities, (B) the basis under which the Merger Agreement is not satisfied on such 150th day relates to pending Federal Communications Commission or other governmental or regulatory approvals, (C) the lenders under the Credit Facility shall, in their discretion, have extended their commitment to lend no earlier than the date to which such escrow has been extended, (D) the Company shall have issued a “Special Mandatory Redemption Event”), press release in a reasonably commercial manner and notified the Trustee with respect to such extension of the escrow period and (E) the Company shall have provided the Trustee with an Officers' Certificate as to satisfaction of the above conditions) the Company shall redeem all of the Notes in whole but not in part outstanding Securities upon at least seven (7) days' prior written notice to the Holders with the Escrow Funds delivered to the Paying Agent pursuant to the terms of the Pledge and Escrow Agreement, at a special mandatory redemption price (equal to the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, to the date of redemption (the "Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption DateRedemption"), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of Once a Special Mandatory Redemption Eventdate for any such redemption has been publicly announced, the Company it shall not be changed. The Trustee shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such the date of notification fixed for any redemption pursuant to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datethis Section 3.8.

Special Mandatory Redemption. If (ax) If the Company consummation of the Alta Acquisition (as defined below) does not consummate the Merger occur on or prior to June 17before November 1, 2020 2021 (the “Outside Date”), ) or if, prior to (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Alta Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Senior Notes in whole but not in part at a special mandatory redemption price then outstanding (such redemption, the “Special Mandatory Redemption PriceRedemption”) at a redemption price equal to 101100% of the aggregate principal amount of the Notes, Senior Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”) ). In the event that all of the Company becomes obligated to redeem the Senior Notes outstanding pursuant to the Special Mandatory Redemption, the Company will be redeemed on the 3rd promptly, and in any event not more than ten Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which such Senior Notes will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no later than the third Business Day following the date of such notice) automatically and together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Senior Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Senior Notes are held by any depositary (including, without any further action by the Holders of Noteslimitation, in each case DTC) in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch depositary's customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each registered Holder of the Senior Notes to be included redeemed at its registered address. Unless the Company defaults in such notice to payment of the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, interest will cease to accrue on the Company shall deposit with the Trustee funds sufficient Senior Notes to pay be redeemed. For purposes of the Special Mandatory Redemption Price for provisions of the Senior Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.following definitions are applicable:

Special Mandatory Redemption. (a) If (i) the Company does Earthstone Merger has not consummate the Merger been completed on or prior to June 17April 21, 2020 2024 (the “Outside Date”), or if, (ii) prior to the Outside Date, (a) the Company notifies the Trustee in writing that the Earthstone Merger Agreement is terminated or (b) the Company has decided that in the Company’s reasonable judgment the Merger it will not pursue the consummation of the Earthstone Merger or has determined in its sole discretion that the consummation of the Earthstone Merger cannot or is not reasonably likely to be consummated on or prior to completed by the Outside Date (eachthe earlier to occur of the events described in clauses (i) and (ii) of this sentence, a “Special Mandatory Redemption Event”), the Company shall will be required to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% all of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, outstanding Notes on the Special Mandatory Redemption Date (as defined below) (subject at a redemption price equal to 100% of the right initial issue price of Holders such Notes, plus accrued and unpaid interest from the date of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to initial issuance of such Notes to, but not including, the Special Mandatory Redemption DateDate (the “Special Mandatory Redemption Price”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Event, the Company shall will promptly (but in no event later than 10 five Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 Trustee and the Holders of the Base Indenture) the Trustee Notes in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes event (such date of notification to the Holdersholders, the “Special Mandatory Redemption Notice Date”) ), that all of the Notes outstanding will be redeemed on the 3rd no later than five Business Day following Days (and no sooner than two Business Days) after the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes), in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base this Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m.10:00 a.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for all of the NotesNotes to be redeemed. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date. (b) Subject to Section 3.08(a), upon the consummation of the Earthstone Merger, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply. (c) Except as set forth in this Section 3.08, the Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Special Mandatory Redemption. In the event the recommended cash offer made by a wholly-owned indirect subsidiary of the Company, Bravo Bidco Limited, a private limited company incorporated under the laws of England and Wales, to acquire all of the issued and to be issued ordinary share capital of BTG plc, a public company incorporated under the laws of England and Wales, on the terms and subject to the conditions of the scheme document published on January 24, 2019 (athe “BTG Acquisition”) If the Company does has not consummate the Merger become effective in accordance with its terms (“Effective”) on or prior to June 17August 20, 2020 2019, or such later date (if any) to which the outside date for the BTG Acquisition to become Effective has been extended in accordance with its terms (the “Outside Long Stop Date”), or if, prior to the Outside Datebecoming Effective, the Company notifies the Trustee BTG Acquisition lapses, is withdrawn or otherwise terminates in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachaccordance with its terms, a “Special Mandatory Redemption Event”), then the Company shall be required to redeem all outstanding Securities on the Notes in whole but not in part special mandatory redemption date (as defined below) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon (if any) to, but not including, the special mandatory redemption date (subject to the right of holders as of the Notesclose of business on a regular record date to receive interest due on the related interest payment date). The “special mandatory redemption date” means the earlier to occur of (1) the 30th day (or if such day is not a business day, the first business day thereafter) following the Long Stop Date and (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the lapse, withdrawal or termination of the BTG Acquisition in accordance with its terms. The Company shall cause notice of a special mandatory redemption to be mailed (or with respect to global Securities, to the extent permitted or required by applicable procedures or regulations of the Depositary, sent electronically), with a copy to the trustee, within ten business days after the occurrence of the event triggering redemption to each holder of Securities at its registered address. If funds sufficient to pay the special mandatory redemption price of the Securities on the special mandatory redemption date (plus accrued and unpaid interest, if any, to, but excludingnot including, the Special Mandatory Redemption Date (as defined belowspecial mandatory redemption date) (subject to are deposited with the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is Trustee on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following before such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such special mandatory redemption date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company Securities shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datespecial mandatory redemption date.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall redeem all outstanding Notes at the Special Mandatory Redemption Price on the date set forth in clause (b) below. (b) If a Special Mandatory Redemption Event has occurred, the Company will promptly (but in no event later than 10 five Business Days following the occurrence of such Special Mandatory Redemption Event) notify (such provide written notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventTrustee, and the Trustee shall, no later than 5 shall deliver such notice to each registered Holder of such Notes within five Business Days following receipt of such notice from the Company, notify Company which notice shall specify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that . If funds sufficient to pay the Special Mandatory Redemption Price of all of the Notes outstanding will to be redeemed on the 3rd Business Day following Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to but excluding the Special Mandatory Redemption Notice Date Date, such Notes will cease to bear interest and all rights of the holders under such Notes shall terminate (such dateother than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice ). Prior to the Holders opening of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, business on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee Paying Agent, or the Trustee, funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided aboveUpon the occurrence of the closing of the Merger, the Notes will cease to bear interest on and after foregoing provisions regarding the Special Mandatory Redemption Datewill cease to apply. (c) The provisions of Article III of the Base Indenture shall apply to such Special Mandatory Redemption except to the extent inconsistent with the terms hereof.

Special Mandatory Redemption. (a) If In the Company event that (a) the Completion Date does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated take place on or prior to the Outside Escrow Longstop Date; (b) the Acquisition Agreement is terminated at any time prior to the Escrow Longstop Date; or (c) the occurrence of an Event of Default under Section 6.01(a)(6) hereof with respect to the Initial Issuer on or prior to the Escrow Longstop Date (each, a the date of any such event being the “Special Mandatory Redemption EventTermination Date”), the Company shall Initial Issuer will redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of the Noteseach Note, plus accrued and but unpaid interest, if any, to, but excluding, interest from the Issue Date to the Special Mandatory Redemption Date (as defined below) (below and subject to the right of Holders holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Daterelevant interest payment date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallInitial Issuer, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee and the Escrow Agent, and will provide that the Notes shall be redeemed on a date that is no later than the fifth Business Day after such notice is given by the Initial Issuer in accordance with the terms of the Notes Escrow Agreement (any such date, the a “Special Mandatory Redemption Date”). (c) automatically In the event the Initial Issuer has not delivered the notice to Holders of the Special Mandatory Redemption in accordance with Section 3.10(b) hereof, the Trustee, upon the Initial Issuer’s request, shall deliver such notice on the second Business Day following the Special Termination Date to the Escrow Agent and without any further action the Holders in the Initial Issuer’s name and at the Initial Issuer’s expense. If not previously delivered by the Holders Initial Issuer to the Escrow Agent on or prior to the Business Day following the Special Termination Date, the Trustee will deliver the notice specified in Clause 1.4(f), as applicable, of Notes, in each case the Notes Escrow Agreement in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Dateterms thereof.

Special Mandatory Redemption. (a) If (i) the Company consummation of the NuStar Merger does not consummate the Merger occur on or prior to June 17before April 22, 2020 2025 (the “Outside Date”), ) or if, (ii) prior to the Outside Datethereto, the Company Issuer notifies the Trustee in writing that the Merger Agreement is has been terminated or that in the Company’s reasonable judgment the Merger Issuer will not pursue the consummation of the NuStar Merger or has determined in its sole discretion that the NuStar Merger cannot or is not reasonably likely to be consummated on or prior to by the Outside Date (eachthe earlier of the date of delivery of such notice described in clause (ii) and the Outside Date, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceTrigger Date”), the Issuer will be required to redeem all Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101100% of the aggregate principal amount of the Notes, Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the “Special Mandatory Redemption DatePrice”), in accordance with the applicable provisions set forth herein and in Article 10 . For purposes of the Base Indentureforegoing, consummation of the NuStar Merger refers to the occurrence of the “Effective Time” of the “Merger”, each as defined in the Agreement and Plan of Merger dated January 22, 2024 (the “Merger Agreement”) among NuStar Energy L.P., the Issuer, and certain of their respective affiliates, as such Merger Agreement shall be amended, modified or waived from time to time. (b) Upon In the occurrence of a event that the Issuer becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption EventRedemption, the Company Issuer shall promptly (but promptly, and in no any event later not more than 10 ten Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no earlier than the third Business Day or later than the twentieth Business Day following the date of such notice) automatically together with a notice of Special Mandatory Redemption and without any further action by written instructions to the Holders Trustee instructing the Trustee to deliver such notice to each registered Holder of Notes. The Trustee shall then promptly mail, in each case or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch Depositary’s customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each registered Holder of the Notes to be included redeemed at its registered address. Unless the Issuer defaults in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding payment of the Special Mandatory Redemption DatePrice, the Company shall deposit with the Trustee funds sufficient to pay the on and after such Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes Date interest will cease to bear interest accrue on and after the Special Mandatory Redemption DateNotes.

Special Mandatory Redemption. (a) If In the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing event that the Merger Agreement Spin-Off Distribution is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachJanuary 31, a “Special Mandatory Redemption Event”)2015, the Company shall be required to redeem all of the Notes in whole but not in part Notes, upon ten Business Days prior written notice to the Trustee and the Holders given within five Business Days of January 31, 2015, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) for each series of Notes equal to 101100% of the aggregate principal amount initial issue price applicable to such series of the Notes, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the Special date of redemption (the “Mandatory Redemption Date (as defined below) (subject to Price”). Calculation or verification of the right calculation of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with Price is not the applicable provisions set forth herein and in Article 10 responsibility of the Base IndentureTrustee and the Trustee may conclusively rely upon an Officers’ Certificate with respect thereto without investigation. (b) Upon The Company may, at its option, redeem the occurrence of a Special Notes in whole, but not in part, at the Mandatory Redemption EventPrice if, prior to January 31, 2015, the Company shall promptly (but determines in no event later than 10 its sole discretion, that the Spin-Off Distribution will not occur on or prior to that date, upon five Business Days following such Special Mandatory Redemption Event) notify (such prior written notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders. (c) Notice of mandatory redemption pursuant to this Section 3.10 (a) or (b) shall be delivered electronically (for Global Notes) or mailed, the “Special Mandatory Redemption Notice Date”) that all of the by first class mail, to each Holder whose Notes outstanding will are to be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case at its registered address or otherwise in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base IndentureDepositary and shall state (i) the mandatory redemption date; (ii) the Mandatory Redemption Price; (iii) that on the mandatory redemption date, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, shall become due and payable; and (iv) that the Notes will of each series shall cease to bear interest on and after the Special Mandatory Redemption Datemandatory redemption date. (d) Notice of any mandatory redemption shall be given by the Company or, at the Company’s request and upon provision of such notice information at least 5 days (unless the Trustee consents to a shorter period) prior to the date notice of mandatory redemption is to be given to the Holders, by the Trustee in the name and at the expense of the Company.

Special Mandatory Redemption. (a) If In In the Company event that (i) the Conversion Date does not consummate the Merger on or occur prior to June 17the Conversion Outside Date or (ii) the Issuer informs the Trustee in writing that, 2020 in the reasonable good faith judgment of the Issuer, the Conversion Date will not occur prior to the Conversion Outside Date (the date of any such event being the “Outside Special Termination Date”), or if, prior to the Outside Date, Issuer will redeem the Company notifies Notes (the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventRedemption”), the Company shall redeem the Notes in whole but not in part ) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturerelevant interest payment date. (b) Upon Subject to Section 5.9(c) of the occurrence Indenture, notice of a the Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, Issuer no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee and Holders of Notes and will provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given by the Issuer (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding DTC. (c) On the Special Mandatory Redemption Date, the Company Issuer shall deposit with pay to the Trustee funds sufficient Paying Agent for payment to pay each Holder of Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes. (d) Any redemption made pursuant to Section 5.9 of the Indenture shall be made pursuant to the provisions of Section 5.1 through 5.6 of the Indenture, except to the extent inconsistent with Section 5.9 of the Indenture. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except pursuant to Section 5.9 of the Indenture.]12 [7. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.Reserved]13

Special Mandatory Redemption. (a) If In the Company event that (a) the Transfer Completion Date does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated take place on or prior to the Outside Business Day immediately following the Escrow Longstop Date, (b) the Issuers notify the Trustee and the Escrow Agent that in their reasonable judgment the AMP Transfer will not be completed by the Business Day immediately following the Escrow Longstop Date, (c) the Initial Investors cease to beneficially own and control a majority of the issued and outstanding Capital Stock of the Company or (d) a Default or Event of Default arises with respect to either Issuer under Section 6.01(a)(5) on or prior to the Escrow Longstop Date (each, a the date of any such event being the “Special Mandatory Redemption EventTermination Date”), the Company shall Issuers will redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued but unpaid interest and unpaid interestAdditional Amounts, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Daterelevant interest payment date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Written notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallIssuers, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee, the Principal Paying Agent, the Escrow Agent and the Holders and each tranche of the Notes shall be redeemed on a date that is no later than the fifth Business Day after such notice is given by the Issuers in accordance with the terms of this Indenture and the Escrow Agreement (such date, the “Special Mandatory Redemption Date”). No later than 10:00 a.m. (London time) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company Escrow Agent shall deposit with pay, on behalf of the Trustee funds sufficient Issuers, to pay the Principal Paying Agent for payment to each Holder the Special Mandatory Redemption Price for such Holder’s Notes and, concurrently with the Notes. If payment to such deposit is made as provided aboveHolders, deliver any excess Escrowed Property (if any) to the Issuers. (c) The Issuers and the Company acknowledge to the Trustee and agree that in the event that the Special Mandatory Redemption Price payable upon such Special Mandatory Redemption, including accrued interest and Additional Amounts (if any) due with respect to the Notes will cease to bear interest on and after from the Issue Date to, but excluding, the Special Mandatory Redemption Date, exceeds the Escrowed Property (such excess, the “Escrow Contribution Amount”), Ardagh Group S.A. will be required under the terms of the Escrow Contribution Agreement to fund the Escrow Contribution Amount to the Issuers. (d) Receipt by the Trustee from the Company of either an Officer’s Certificate for the Escrow Release or a notice of Special Mandatory Redemption shall constitute deemed consent by the Trustee for the release of the Escrowed Property from the Escrow Charge. (e) If at the time of such Special Mandatory Redemption, the Notes are listed on the Official List of the Exchange and the rules of the Exchange so require, the Issuers will notify the Exchange that the Special Mandatory Redemption has occurred and any relevant details relating to such Special Mandatory Redemption.

Special Mandatory Redemption. (a) If In the Company does event that the Rexam Acquisition is not consummate the Merger consummated on or prior to June 17November 15, 2020 (the “Outside Date”)2016, or if, if prior to the Outside DateNovember 15, 2016 the Company notifies the Trustee in writing that the Merger Agreement is terminated Rexam Acquisition has lapsed or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date been withdrawn, (each, such event being a “Special Mandatory Redemption Event”), the Company shall will redeem the all outstanding Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) at a price equal to 101100% of the aggregate principal amount issue price of the such Notes, plus accrued and unpaid interest, if any, interest from the issue date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right and additional amounts, if any. Notice of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the Company shall promptly (but in no event later than 10 Business Days following Trustee. The Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without ), which date may not be any further action later than 15 days from the date of such Special Redemption Notice. Concurrently with the delivery of the Special Redemption Notice, the Company will instruct the paying agent to, at the Company’s expense, deliver (by the Holders of Notes, in first-class mail to each case holder’s registered address or otherwise in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base IndentureEuroclear or Clearstream, the form of such as applicable) a notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the that a Special Mandatory Redemption Datewill occur on the date specified in the Special Redemption Notice. Upon the consummation of the Rexam Acquisition (as defined in the Supplemental Indenture), the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes provisions of this paragraph will terminate and cease to bear interest on and after the Special Mandatory Redemption Dateapply.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company The Escrow Issuer shall redeem the Notes Notes, in whole but not in part part, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest to, but excluding, the redemption date (such redemption, a “Special Mandatory Redemption Date Redemption”) if (as defined belowx) by July 1, 2016 the Escrow Agent and the Trustee have not received the Escrow Release Officers’ Certificate or (subject y) at any time prior to the right Escrow Release, (i) the Escrow Issuer notifies the Trustee in writing that the Board of Holders Directors of record on Manitowoc ParentCo has determined, in its sole and absolute discretion, that the relevant Regular Record Date to receive interest due on any Interest Payment Date Spin-Off is not in the best interests of Manitowoc ParentCo or its shareholders or is otherwise not advisable and that is Manitowoc ParentCo will not pursue the completion of the Spin-Off, (ii) Manitowoc ParentCo, in its sole discretion, publicly announces that it will not pursue the completion of the Spin-Off or (iii) the Escrow Issuer notifies the Trustee in writing that the Escrow Release Conditions cannot be satisfied on or prior to the Escrow End Date (the earliest of any such date, the “Trigger Date”). In the event of a Special Mandatory Redemption Date)Redemption, the Escrow Issuer will cause a notice of special mandatory redemption to be mailed by first-class mail to each Holder at such Holder’s registered address or otherwise in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption EventDTC promptly, the Company shall promptly (but in no any event not later than 10 one Business Days following such Special Mandatory Redemption Event) notify (such Day after the Trigger Date, which notice to include shall provide for the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all redemption of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by that is five Business Days after the Holders date of Notes, in each case in accordance with provision of such notice. Upon the applicable provisions set forth herein and in Article 10 occurrence of the Base Indenturea Special Mandatory Redemption, the form of such notice Escrow Agent shall, upon written direction from the Escrow Issuer, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes to be included in such notice to redemption of the TrusteeNotes as set forth in the preceding paragraph. At or prior to 12:00 p.m., New York City time, on Upon the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee of funds sufficient to pay the Special Mandatory Redemption Price for of all Notes to be redeemed on the Notes. If Special Mandatory Redemption Date with the Trustee or a Paying Agent on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, the Notes will cease to bear interest on and after all rights under the Notes shall terminate. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property in excess of the amount necessary to effect the Special Mandatory Redemption.

Special Mandatory Redemption. If (ai) If the Company OpCo does not consummate complete the Merger Xxxxxxx-IASIS Transactions (as such transactions may be modified or amended) on or prior to June 17, 2020 180 days after the Issue Date or (the “Outside Date”), or if, ii) prior to 180 days after the Outside Issue Date, OpCo determines not to consummate the Company notifies the Trustee in writing that the Merger Agreement is terminated Xxxxxxx-IASIS Transactions (as such transactions may be modified or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date amended) (each, a “Special Mandatory Redemption EventTrigger”), then the Company Issuers shall redeem $500,000,000 aggregate principal amount of the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) on the Special Mandatory Redemption Date (as defined below) at a redemption price equal to 101100% of the aggregate initial offering price of the Notes as set forth on the cover page of the Prospectus in respect of $500,000,000 aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, thereon from and including the Issue Date, or the most recent date to which interest has been paid, whichever is later, up to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right Date. The Issuers shall cause a notice of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with to be delivered to the applicable provisions set forth herein Trustee and in Article 10 the Holders of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, Notes no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd next Business Day following the Special Mandatory Redemption Notice Date Trigger and shall provide for the redemption of $500,000,000 aggregate principal amount of the Notes on the third Business Day following the Special Mandatory Redemption Trigger date (such date, as may be extended to comply with applicable procedures of the Depositary) (the “Special Mandatory Redemption Date”) automatically and without ). In connection with any further action Special Mandatory Redemption, the Trustee shall select the Notes to be redeemed, pro rata or by the Holders of Notes, in each case lot or by any such other method in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base IndentureDepositary, in each case, as the form Trustee in its sole discretion shall deem to be fair and appropriate. If funds sufficient to pay the special mandatory redemption price of such notice amount of Notes being redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, then on and after such Special Mandatory Redemption Date, such Notes shall cease to bear interest and, other than the right to receive the special mandatory redemption price, all rights under such Notes subject to the Special Mandatory Redemption shall terminate. The form and terms of the Xxxxxxx-IASIS Transactions may be modified or amended without the consent of the Holders of the Notes to be included offered hereby and any such modification or amendment would not constitute a Special Mandatory Redemption Trigger. Upon the occurrence of the closing of the Xxxxxxx-IASIS Transactions, the foregoing provisions in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding this Section 9 regarding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Dateapply.

Special Mandatory Redemption. (a) If The 2020 Notes will be subject to a special mandatory redemption in the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that event the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will is not be consummated at or before 11:59 p.m. (New York City time) on or prior to the Outside Date October 15, 2010 (each, a “Special Mandatory Redemption Event”). In that event, the Company shall redeem the 2020 Notes in whole but not in part will be redeemed at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, thereof plus accrued and unpaid interest, if any, to, but excluding, to the date of the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the “Special Mandatory Redemption DatePrice”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event give written notice to the Trustee, not later than 10 2 p.m. on the immediately following Business Days following such Special Mandatory Redemption Event) notify (such notice to include Day, that the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no 2020 Notes shall be redeemed as provided herein. Not later than 5 the fifth Business Days Day following receipt of such notice from notice, the Company, notify or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the 2020 Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the 2020 Notes shall be redeemed without any action from the Holders of Notes (such date of notification to the Holders, the “2020 Notes. The Special Mandatory Redemption Notice Date”) that all Price shall be paid in accordance with the rules of the Depository for the 2020 Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such dateDate; provided, however, that the “Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Date”) automatically and without any further action Price by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m.10:00 a.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If The Company will be required to redeem the Company does not consummate Notes of each series , in whole, on the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the NotesNotes of such series, plus accrued and unpaid interestinterest from the last date on which interest was paid or, if anyinterest has not been paid, the Issue Date of the Notes to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right rights of Holders of record the Notes on the relevant Regular Record Date record date to receive interest due on any the relevant Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with ) if: (a) the applicable provisions set forth herein and in Article 10 closing of the Base Indenture.GET Transactions has not occurred by 5:00 p.m. New York City time on the Special Mandatory Trigger Date; or (b) Upon the occurrence GET Transaction Agreements are terminated at any time prior to the Special Mandatory Trigger Date. Notwithstanding the foregoing, installments of a interest on the Notes that are due and payable on the applicable Interest Payment Dates falling on or prior to the Special Mandatory Redemption Event, Date will be payable on such Interest Payment Dates to the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 registered Holders as of the Base Indenture) close of business on the Trustee in writing relevant record dates. The Company will cause the notice of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes special mandatory redemption (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateNotice”) that all of the Notes outstanding will to be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date sent (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case or delivered in accordance with the applicable provisions set forth herein and in Article 10 procedures of Depositary) to Holders, with a copy to the Trustee, within five Business Days after the occurrence of the Base Indenture, event triggering the form of such notice special mandatory redemption to each Holder at its registered address. If funds sufficient to pay the Holders special mandatory redemption price of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, redeemed on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit Date are deposited with the Trustee funds sufficient to pay the or a Paying Agent on or before such Special Mandatory Redemption Price for the Notes. If such deposit is made as provided aboveDate, the Notes will cease to bear interest on and after the such Special Mandatory Redemption Date. (c) Upon the consummation of the GET Transactions, this Section 2.07 shall cease to apply and shall have no continuing effect.

Special Mandatory Redemption. If (ai) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated Escrow Agent receives on or prior to the Outside Redemption Trigger Date an instruction certificate from the Issuer certifying that Cardinal Health, Inc. has publicly announced (eachthe “Abandonment Announcement”) that it has determined to abandon the Separation prior to the Redemption Trigger Date or (ii) the Escrow Agent has not received, a “Special Mandatory on or prior to the Redemption Event”)Trigger Date, an instruction certificate from the Company Issuer certifying either that (x) the Contribution has been consummated in accordance with the Separation Agreement (after giving effect to any waivers or amendments of immaterial terms and conditions) and substantially in the manner described in the Offering Memorandum and that the funds released from escrow will be applied as described in the Escrow Agreement or (y) Cardinal Health Inc. has made an Abandonment Announcement, then the Issuer shall be required to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption”) the Notes. The Trustee shall, on the next Business Day, on behalf of the Issuer, provide notice to each Holder of the Notes that all Outstanding Notes shall be redeemed on the date that is five Business Days from the earlier of the Abandonment Announcement and the Redemption Trigger Date (the “Special Redemption Date”), at a redemption price equal to 101% (the “Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, on the Notes from the Issue Date to but excluding, not including the Special Redemption Date. An irrevocable written notice (to be prepared by the Issuer) of any Special Mandatory Redemption Date (as defined below) (subject will be given by the Trustee to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), each Holder in accordance with the applicable provisions set forth herein and in Article 10 Section 3.3 of the Base Indenture. (b) Upon Escrow Agreement. Unless the occurrence of a Special Mandatory Redemption Event, Issuer defaults in the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 payment of the Base Indenture) the Trustee in writing of such eventRedemption Price, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date, (a) interest shall cease to accrue on the Notes, (b) the Notes shall become due and payable at the Redemption Price, and (c) the Notes shall be void and all rights of the Holders in respect of the Notes shall terminate and lapse (other than the right to receive the Redemption Price upon surrender of such Notes but without interest on such Redemption Price). Following the notice of a Special Mandatory Redemption, neither the Issuer nor the Trustee shall be required to register the transfer of or exchange the Notes to be redeemed.

Special Mandatory Redemption. If (ai) If the Company does Escrow Agent has not consummate the Merger received a Release Request on or prior to June 17, 2020 (the “Outside Escrow End Date”), or if, prior to (ii) the Outside Date, Escrow Issuer notifies the Company notifies Escrow Agent and the Trustee in writing that Scripps will not pursue the consummation of the ION Acquisition or (iii) the ION Merger Agreement is has been terminated or that in accordance with its terms (each of the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachabove, a “Special Mandatory Redemption Event”), then the Company Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, (i) liquidate and release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee and (ii) provide notice to Scripps to provide payment with respect to the Scripps Escrow Guaranteed Obligations, and Scripps shall promptly (and in any event within two Business Days of the receipt of such notice) pay the amount necessary to fund the interest due on the Notes from the Issue Date to, but excluding, the Special Mandatory Redemption Date, to the Trustee and the Trustee shall apply (or cause a paying agent to apply) the amounts in the immediately preceding clauses (i) and (ii) to redeem the Notes in whole but not in part (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) ), equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company shall deposit with Trustee will pay to the Trustee funds sufficient Escrow Issuer any Escrowed Funds in excess of the amount necessary to pay effect the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. (aA) If (i) the Company does Specified MTA Transactions are not consummate the Merger consummated on or prior to June 17before the MTA Transaction Deadline, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing ii) Holdings determines that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Specified MTA Transactions will not be consummated on or prior before the MTA Transaction Deadline and gives the Trustee written notice to that effect or (iii) the Outside Date Master Transaction Agreement is terminated in accordance with its terms or by agreement of the parties thereto (each, a “Special Mandatory Redemption Event”), then the Company shall Issuers will be required to redeem all outstanding Notes (a “Special Mandatory Redemption”) on the Notes in whole but not in part Special Mandatory Redemption Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Date. (as defined belowB) The Issuers will cause notice of any Special Mandatory Redemption (subject a “Special Mandatory Redemption Notice”) to be transmitted, with copies to the right Trustee, within five Business Days after the occurrence of Holders a Special Mandatory Redemption Event to each Holder at its registered address (or otherwise delivered in accordance with the applicable procedures of record DTC). Notwithstanding the foregoing, installments of interest on the relevant Regular Record Date to receive Notes that are due and payable on interest due on any Interest Payment Date that is payment dates falling on or prior to the Special Mandatory Redemption Date), Date will be payable on such interest payment dates to the registered Holders as of the close of business on the relevant record dates in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all terms of the Notes outstanding will be redeemed on and the 3rd Business Day following Indenture. If funds sufficient to pay the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders redemption price of the Notes to be included in redeemed on any Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the on and after such Special Mandatory Redemption Price for the Notes. If Date, such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Dateinterest.

Special Mandatory Redemption. (a) If In the Company event that (i) the Completion Date does not consummate the Merger take place on or prior to June 17, 2020 the Escrow Outside Date or (ii) in the “Outside Date”), or if, prior to reasonable judgment of the Outside DateIssuers, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Proposed IPO will not be consummated on or prior to the Escrow Outside Date (each, a the date of any such event being the “Special Mandatory Redemption EventTermination Date”), the Company Issuers shall redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued and but unpaid interest, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date (as defined belowin Section 3.09(b) hereof) (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Daterelevant interest payment date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallIssuers, no later than 5 Business Days five business days following receipt of such notice from the CompanySpecial Termination Date, notify to the Holders of Notes (such date of notification to the Holdersnotes, the “Special Mandatory Redemption Notice Date”) Trustee, the paying agent and the Escrow Agent, and will provide that all of the Notes outstanding will shall be redeemed on the 3rd Business Day following third business day after such notice is given by the Special Mandatory Redemption Notice Date Issuers in accordance with the terms of the Escrow Agreement (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee). At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company Escrow Agent shall deposit with pay to the Trustee funds sufficient paying agent for payment to pay each Holder of Notes the Special Mandatory Redemption Price for of such Holder’s Notes and, concurrently with the payment to such Holders of Notes. If such deposit is made as , deliver any excess Escrowed Property (if any) to the Issuers in accordance with the instructions provided above, in writing to the Notes will cease to bear interest on and after the Special Mandatory Redemption DateEscrow Agent.

Special Mandatory Redemption. (a) If On or prior to 9:00 a.m. (Eastern time) on April 18, 2015 and upon delivery to the Escrow Agent of a Consummation Release Certificate (as defined in the Escrow Agreement) certifying that (i) the Acquisition will be consummated on substantially the terms described in the Offering Memorandum, substantially concurrently with the release of the Escrow Property (as defined in the Escrow Agreement) and the Escrow Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (together with the conditions specified in the immediately clause (i), the “Escrow Release Conditions”), then the Escrow Property shall be released to the Company does in accordance with the terms of the Escrow Agreement and used as described in “Use of Proceeds” in the Offering Memorandum. (b) If (i) the Acquisition Agreement is terminated in accordance with its terms, (ii) the Company determines (in its discretion) that the Escrow Release Conditions cannot consummate the Merger be satisfied on or prior to June 17April 18, 2020 2015, or (iii) the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement Acquisition is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachApril 18, a “Special Mandatory Redemption Event”)2015, then the Company shall redeem deliver a Redemption Release Certificate (as defined in the Notes Escrow Agreement) to the Escrow Agent in whole but not accordance with the Escrow Agreement. (c) If a Redemption Release Certificate is delivered by the Company in part at accordance with the Escrow Agreement, then the Company shall promptly deliver, or cause to be mailed, to each Holder of Notes, or sent to DTC in accordance with its procedures applicable to Global Notes, a revocable special mandatory redemption price notice (the “Special Mandatory Redemption PriceNotice”) equal to 101% of in accordance with Section 3.03 hereof. Such Special Mandatory Redemption Notice shall state that the entire aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company Notes shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd earlier of (i) April 21, 2015 and (ii) the third Business Day following after the date of delivery of the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes), in each case in accordance with the applicable provisions set forth herein and in Article 10 at a redemption price equal to 100% of the Base Indentureaggregate principal amount thereof, the form of such notice plus accrued and unpaid interest thereon, to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding but excluding the Special Mandatory Redemption DateDate (a “Special Mandatory Redemption”). (d) In the event of a Special Mandatory Redemption because the Acquisition has not yet been consummated, if the Company shall deposit with Redemption Release Certificate indicates that the Trustee funds sufficient Acquisition may be consummated, in addition to pay the information required by Section 3.03, the Special Mandatory Redemption Price for Notice shall state that such redemption shall occur only if the Notes. Acquisition shall not have occurred at or prior to 9:00 a.m. (Eastern time) on April 18, 2015. (e) If such deposit is made as provided abovea Special Mandatory Redemption Notice shall have been delivered and the Acquisition shall have been consummated at or prior to 9:00 a.m. (Eastern time) on April 18, 2015, then the Notes will cease Company shall (i) deliver to bear interest on and after the Trustee a written order of the Company withdrawing the Special Mandatory Redemption DateNotice and (ii) promptly deliver, or cause to be mailed, to each Holder of Notes, or sent to DTC in accordance with its procedures applicable to Global Notes, a notice stating that the Acquisition was consummated at or prior to 9:00 a.m. (Eastern time) on April 18, 2015 and therefore no Special Mandatory Redemption shall occur. If the Acquisition shall not have been consummated at or prior to 9:00 a.m. (Eastern time) on April 18, 2015, then the Company shall redeem the aggregate principal amount of Notes set forth in such Special Mandatory Redemption Notice in accordance with this Indenture.

Special Mandatory Redemption. The Notes will be subject to a mandatory redemption (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventRedemption”) in the event that either (i) the Escrow Proceeds have not been released to Opco for distribution in accordance with the terms and conditions of the Escrow Agreement (the “Release Date”) on or before the Escrow End Date or (ii) prior to the Escrow End Date, the Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a “Trigger Date”). The Issuers will cause a notice of Special Mandatory Redemption substantially in the form required by Section 3.03 to be mailed to the Holders, the Company shall Trustee and the Escrow Agent promptly but in any event not later than five Business Days after the Trigger Date and will redeem the Notes in whole but not in part at a special mandatory no later than five Business Days following the date of the notice of redemption. The redemption price (the “for any Special Mandatory Redemption Price”) equal to 101will be the sum of 100% of the aggregate principal amount of the NotesNotes issued on the Issue Date, plus together with accrued and unpaid interest, if any, to, interest on the Notes from the Issue Date up to but excluding, not including the date of the Special Mandatory Redemption Date (as defined below) (subject to Redemption. If the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence Escrow Agent receives a notice of a Special Mandatory Redemption Eventpursuant to the terms of the Escrow Agreement, the Company shall promptly (but in no event Escrow Agent will, upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds, if any, then held by it not later than 10 the last Business Days following such Day prior to the date of the Special Mandatory Redemption Event) notify (such notice to include Redemption. Concurrently with the Officers’ Certificate required by Section 10.2 release of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification amounts necessary to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following fund the Special Mandatory Redemption Notice Date (such dateto the Paying Agent, the “Special Mandatory Redemption Date”) automatically and without Escrow Agent will release any further action by excess of Escrow Proceeds over the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice mandatory redemption price to the Holders of the Notes to be included in such notice Issuers (less any amounts owing to the Trustee. At or prior Escrow Agent), and the Issuers will be permitted to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient use such excess Escrow Proceeds refunded to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datethem at their discretion.

Special Mandatory Redemption. If (ai) If the Company does Escrow Agent has not consummate received the Merger Officer’s Certificate described in the definition of “Escrow Release Date” on or prior to June 17, 2020 5:00 p.m. (New York City time) on the “Outside Date”), Escrow End Date or if, prior to the Outside Date, (ii) the Company notifies the Trustee Escrow Agent in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to 5:00 p.m. (New York City time) on the Outside Escrow End Date that the Company will not pursue the Separation, then the Escrow Agent shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property (eachincluding investment earnings thereon and proceeds thereof) to the Trustee (x) in the case of the foregoing clause (i), within three Business Days of the Escrow End Date and (y) in the case of the foregoing clause (ii), within three Business Days of the date such notice is delivered to the Escrow Agent, and in either case, the Trustee shall apply (or cause a paying agent to apply) such proceeds, together with cash received pursuant to the L Brands Commitment, to redeem the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the Trustee (the “Special Mandatory Redemption EventDate”)) or as otherwise required by the applicable procedures of DTC, the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject Date. In the event that there are insufficient funds in the Escrow Account to pay the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the aggregate Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption EventPrice for all Notes, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice separately transfer to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee an amount in writing of cash equal to such eventshortfall, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification including cash received pursuant to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the TrusteeL Brands Commitment. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Trustee shall pay to the Company shall deposit with any Escrowed Property in excess of the Trustee funds sufficient amount necessary to pay effect the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (a) If the Company does Escrow Agent has not consummate received the Merger Officer’s Certificate pursuant to Section 3.24 of the Indenture on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Escrow End Date, (b) the Company notifies Issuers notify the Escrow Agent and the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Issuers will not pursue the consummation of the Acquisition and that the Arrangement Agreement and Plan of Merger has been terminated in accordance with its terms, or (c) the Issuers fail to timely deposit (or cause to be consummated on or prior to timely deposited) any amounts required by Section 3.24 of the Outside Date Indenture, within three (each3) Business Days of the applicable deposit date (each of the above, a “Special Mandatory Redemption Event”), then the Company Escrow Agreement provides that the Escrow Agent shall, without the requirement of notice to or action by the Issuers, the Trustee or any other Person, liquidate and release 100% of the Escrow Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption PriceDate”) or as otherwise required by the applicable procedures of DTC, at a redemption price equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued and unpaid interestinterest from the Issue Date, if anyor the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to excluding the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company shall deposit with Trustee will pay to the Trustee funds sufficient Issuers any Escrow Property in excess of the amount necessary to pay effect the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. (a) If (x) the Company consummation of the Acquisition does not consummate the Merger occur on or prior to June 17before September 4, 2020 2019 or (the “Outside Date”), or if, prior to the Outside Date, y) the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Company will not be consummated on or prior to pursue the Outside Date consummation of the Acquisition (each, a “the "Special Mandatory Redemption Event”Trigger Date"), the Company shall will be required to redeem the Mandatorily Redeemable Notes in whole but not in part then outstanding (such redemption, the "Special Mandatory Redemption") at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, Mandatorily Redeemable Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (the "Special Mandatory Redemption Price"). The 30-Year Fixed Rate Notes are not subject to the right Special Mandatory Redemption. (b) In the event that the Company becomes obligated to redeem the Mandatorily Redeemable Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than five (5) business days after the Special Mandatory Redemption Trigger Date, deliver notice to the Trustee of Holders the Special Mandatory Redemption and the date upon which such Mandatorily Redeemable Notes will be redeemed (the "Special Mandatory Redemption Date," which date shall be no later than the third (3rd) Business Day following the date of record such notice) together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Mandatorily Redeemable Notes to be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of the Depository, such notice of Special Mandatory Redemption to each registered Holder of Mandatorily Redeemable Notes to be redeemed. 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 relevant Regular Record Date Mandatorily Redeemable Notes to receive be redeemed. (c) Notwithstanding the foregoing, installments of interest due on any series of Mandatorily Redeemable Notes that are due and payable on Interest Payment Date that is Dates falling on or prior to the Special Mandatory Redemption Date), Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with the applicable provisions set forth herein Mandatorily Redeemable Notes and in Article 10 of the Base Indenture. (bd) Upon For the occurrence avoidance of a Special Mandatory Redemption Eventdoubt, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 Article XI of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification Indenture shall not apply to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. (a) If In the Company does event that the Rexam Acquisition is not consummate the Merger consummated on or prior to June 17November 15, 2020 (the “Outside Date”)2016, or if, if prior to the Outside DateNovember 15, 2016 the Company notifies the Trustee in writing that the Merger Agreement is terminated Rexam Acquisition has lapsed or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date been withdrawn, (each, such event being a “Special Mandatory Redemption Event”), the Company shall will redeem the all outstanding Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) at a price equal to 101100% of the aggregate principal amount issue price of the such Notes, plus accrued and unpaid interest, if any, interest from the issue date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right and additional amounts, if any. Notice of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Mandatory Redemption Event will be sent by the Company (a “Special Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, to the Company shall promptly (but in no event later than 10 Business Days following Trustee. The Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without ), which date may not be any further action later than 15 days from the date of such Special Redemption Notice. Concurrently with the delivery of the Special Redemption Notice, the Company will instruct the paying agent to, at the Company’s expense, deliver (by the Holders of Notes, in first-class mail to each case Holder’s registered address or otherwise in accordance with the applicable provisions set forth herein and in Article 10 procedures of Euroclear or Clearstream, as the Base Indenture, the form of such case may be) a notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the that a Special Mandatory Redemption Date, will occur on the Company shall deposit with the Trustee funds sufficient to pay date specified in the Special Mandatory Redemption Price for Notice. Upon the Notes. If such deposit is made as provided aboveconsummation of the Rexam Acquisition, the Notes this Section 3.09 will cease to bear interest on and after the Special Mandatory Redemption Dateapply.

Special Mandatory Redemption. If (ai) If the Company does Escrow Agent has not consummate received an officer’s certificate pursuant to the Merger terms of the Escrow Agreement on or prior to June 17the Escrow Longstop Date to release the proceeds of the Original Notes in connection with completion of the Acquisition, 2020 (ii) the “Outside Date”), or if, prior to Issuers notify the Outside DateEscrow Agent, the Company notifies Escrow Security Agent and the Trustee in writing that the Merger Agreement is terminated or that Parent has announced its intention to abandon the Acquisition or, in the Company’s reasonable judgment of the Merger Parent, the Acquisition will not be consummated on completed by the Escrow Longstop Date or prior to (iii) the Outside Date Issuers notify the Escrow Agent, the Escrow Security Agent and the Trustee, or the Trustee notifies the Issuers, the Escrow Agent and the Escrow Security Agent, in each case, in writing that an Event of Default under Section 6.01(5) or (each6) has occurred in respect of the Issuer (each of clauses (i), (ii) and (iii) of this Section 3.09, a “Special Mandatory Redemption Event”), then the Company Issuers shall redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued and but unpaid interest, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date the relevant interest payment date). Written notice of the Special Mandatory Redemption will be delivered by the Issuers, no later than one Business Day following the Special Mandatory Redemption Event, to the Trustee, Paying Agents, the Escrow Agent and Holders, and will provide that the Notes shall be redeemed on a date that is on no later than the fifth Business Day after such notice is given by the Issuers (the “Special Mandatory Redemption Date”). On or prior to the Special Mandatory Redemption Date), the Escrow Agent shall pay the Escrowed Property to the relevant Paying Agent in accordance with the applicable provisions set forth herein and in Article 10 terms of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice Indenture for payment to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed each Holder on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, in connection with the “Special Mandatory Redemption. If the amount of the Special Mandatory Redemption Date”) automatically Price plus accrued and without any further action by unpaid interest from the Holders of Issue Date to, but excluding, the Special Mandatory Redemption Date for the U.S. Dollar Notes or Sterling Notes exceeds the Escrowed Property, the Issuers will pay such excess to the relevant Paying Agents prior to 10:00 a.m. London time, with respect to the Sterling Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., 10:00 a.m. New York City time, with respect to the U.S. Dollar Notes, as applicable, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If (i) the Company does Specified MTA Transactions are not consummate the Merger consummated on or prior to June 17before the MTA Transaction Deadline, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing ii) Holdings determines that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Specified MTA Transactions will not be consummated on or prior before the MTA Transaction Deadline and gives the Trustee written notice to that effect or (iii) the Outside Date Master Transaction Agreement is terminated in accordance with its terms or by agreement of the parties thereto (each, a “Special Mandatory Redemption Event”), then the Company shall Issuers will be required to redeem all outstanding Notes (a “Special Mandatory Redemption”) on the Notes in whole but not in part Special Mandatory Redemption Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Date. (as defined belowb) The Issuers will cause notice of any Special Mandatory Redemption (subject a “Special Mandatory Redemption Notice”) to be transmitted, with copies to the right Trustee, within five Business Days after the occurrence of Holders a Special Mandatory Redemption Event to each Holder at its registered address (or otherwise delivered in accordance with the applicable procedures of record DTC). Notwithstanding the foregoing, installments of interest on the relevant Regular Record Date to receive Notes that are due and payable on interest due on any Interest Payment Date that is payment dates falling on or prior to the Special Mandatory Redemption Date), Date will be payable on such interest payment dates to the registered Holders as of the close of business on the relevant record dates in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all terms of the Notes outstanding will be redeemed on and this Indenture. If funds sufficient to pay the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders redemption price of the Notes to be included in redeemed on any Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the on and after such Special Mandatory Redemption Price for the Notes. If Date, such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Dateinterest.

Special Mandatory Redemption. (a) If (1) the Company does Spin-Off Effective Date has not consummate the Merger occurred on or prior to June 17, 2020 the Outside Date or (2) the “Outside Date”), or if, prior Company delivers to the Outside Date, Trustee an Officer’s Certificate stating that the Company notifies the Trustee in writing has made a good faith judgment that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Spin-Off Effective Date will not be consummated occur on or prior to the Outside Date (each(1) and (2), each a “Special Mandatory Redemption Event”), then the Company shall will be required to redeem all of the outstanding Initial Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Initial Notes, plus accrued and unpaid interest, if any, to, but excludingnot including, the redemption date (provided that if the repurchase date is after the record date but on or before the related interest payment date, then Holders of the Notes who hold as of the record date will receive interest on the date the Notes are redeemed) (the “Special Mandatory Redemption Price”). Notwithstanding any other provisions of this Article V, in the event of the occurrence of a Mandatory Redemption Event, the Company will deliver a notice of special mandatory redemption (a “Special Mandatory Redemption Notice”), or cause a Special Mandatory Redemption Notice to be provided to the Trustee for delivery, to the Holders of the Notes (with a copy to the Trustee if delivered by the Company) no later than the third Business Day following the occurrence of the Mandatory Redemption Event and will redeem the Notes no later than five (5) Business Days following the date of the Special Mandatory Redemption Date Notice (as defined below) (subject to the right date of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special redemption, “Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base ”) pursuant to this Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, If the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice delivers to the Holders of the Notes to be included in such notice or provides to the Trustee. At or prior to 12:00 p.m.Trustee a Special Mandatory Redemption Notice, New York City timethe Company will, on not later than the last Business Day immediately preceding the Special Mandatory Redemption Date, irrevocably transfer to the Trustee the amount necessary to pay the aggregate Special Mandatory Redemption Price. (c) The provisions relating to the special mandatory redemption in this Section 5.9 may not be waived or modified without the consent of each Holder of then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). (d) Upon the Trustee’s written request, the Company shall deposit with confirm in writing whether the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption DateSpin-Off Effective Date has occurred.

Special Mandatory Redemption. (a) If (i) the Company does Escrow Agent has not consummate the Merger received an Escrow Release Request on or prior to June 17, 2020 (the “Outside Escrow End Date”), or if, prior to (ii) the Outside Date, Escrow Issuers notify the Company notifies Escrow Agent and the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Acquisition will not be consummated on or prior to the Outside Termination Date (eachas defined in the Merger Agreement) or (iii) the Merger Agreement has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Company Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, (i) liquidate and release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee and (ii) provide notice to the Escrow Guarantor to provide payment with respect to the Escrow Guaranteed Obligations, and the Escrow Guarantor shall redeem promptly (and in any event within two Business Days of the receipt of such notice) pay the amount necessary to fund the interest due on the Notes in whole but not in part at a special mandatory redemption price (from the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject ), to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from shall apply (or cause the Company, notify Paying Agent to apply) the Holders of amounts in the immediately preceding clauses (i) and (ii) to redeem the Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateRedemption”) that all of the Notes outstanding will be redeemed on the 3rd third Business Day following the Special Mandatory Redemption Notice Date Event (such date, the “Special Mandatory Redemption Date”) automatically and without any further action or as otherwise required by the Holders Applicable Procedures, at a redemption price (the “Special Mandatory Redemption Price”) equal to 100% of the issue price of the Notes, in each plus accrued and unpaid interest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturemay be, to, but excluding, the form of such notice to the Holders of the Notes to be included in such notice to the TrusteeSpecial Mandatory Redemption Date. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company Trustee will pay to the Escrow Issuer any Escrowed Funds in excess of the amount necessary to effect the Special Mandatory Redemption. In the event that the Escrow Issuers provide an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Escrow Issuers shall deposit with cause, no later than the Trustee funds sufficient to pay Business Day following the Special Mandatory Redemption Price for Event, a notice of Special Mandatory Redemption (a “Special Mandatory Redemption Notice”) to be delivered electronically to the Notes. If such deposit is made Trustee and mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the Holders of the Notes at their registered addresses, substantially in the form attached as provided aboveExhibit E hereto. (b) If, at or prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Notes will cease Escrow Issuers have not provided to bear interest the Escrow Agent any of (1) an Escrow Release Request pursuant to Section 3(a) of the Escrow Agreement or (2) an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement, then the Trustee shall cause (i) prior to 11:00 a.m. (New York City time) on the Escrow End Date, an Escrow Redemption Notice to be delivered to the Escrow Agent pursuant to Section 3(b) of the Escrow Agreement and after (ii) no later than the Business Day following the Special Mandatory Redemption DateEvent, a Special Mandatory Redemption Notice to be mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the Holders of the Notes at their registered addresses, substantially in the form attached as Exhibit E hereto. (c) Any redemption made pursuant to Section 3.08 of the Indenture shall be made pursuant to the procedures set forth in the Indenture and the Escrow Agreement, except to the extent inconsistent with Section 3.08 of the Indenture, which shall control in the event of a conflict. The Escrow Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except pursuant to Section 3.08(a) or (b) of the Indenture.

Special Mandatory Redemption. (a) If In the Company does event that (a) the Escrow Agent shall not consummate have received the Merger Officer’s Certificate described in Section 4.18(c) on or prior to June 17July 6, 2020 2017 (the “Outside Escrow Termination Date”), ) or if, prior to (b) the Outside Date, Issuer shall notify the Company notifies the Trustee Escrow Agent in writing that the Merger Agreement is terminated or Issuer has determined that in the Company’s reasonable judgment the Merger Escrow Release Date will not be consummated occur on or prior to the Outside Escrow Termination Date (each, each such event described in clauses (a) and (b) above being a “Special Mandatory Redemption Event”), the Company shall Issuer will redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100.0% of the aggregate principal amount original issue price of the Notes, Notes plus accrued and unpaid interest, if any, interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date date that is on or prior to three (3) Business Days after the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date Event (such date, the “Special Mandatory Redemption Date”), which Special Mandatory Redemption Date shall be no later than July 11, 2017. (b) automatically and without any further action Notice of the occurrence of a Special Mandatory Redemption Event will be given by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or Issuers at least two Business Days prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, to the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided aboveTrustee, the Notes will cease to bear interest on Escrow Agent and after DTC. On the Special Mandatory Redemption Date, funds will be released from the Escrow Account to permit the Issuers to consummate the Special Mandatory Redemption. (c) If at any time the Escrow Account contains funds having an aggregate value, when taken together with the amount of interest on the Notes guaranteed by the Escrow Guarantees, in excess of the then applicable Special Mandatory Redemption Price, such excess cash may be released to the Issuer, at the written direction of the Issuer. (d) By its acceptance of the Notes, each Holder shall be deemed to authorize and direct the Trustee to enter into and perform its obligations under, if any, the Escrow Agreement.

Special Mandatory Redemption. (a) If In the Company event that (i) the closing of the Actavis Generics Acquisition does not consummate the Merger occur on or prior to June 17October 26, 2020 (the “Outside Date”)2016, or if, prior to (ii) the Outside Date, the Company notifies the Trustee in writing that the Merger Master Purchase Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or at any time prior to the Outside Date (each, a “Special Mandatory Redemption Event”)thereto, the Company shall Issuer will be required to redeem all of the Notes in whole but not in part on the Special Redemption Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of such Notes (the Notes“Special Redemption Price”), plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, subject to the rights of the holders of the applicable series on the relevant record date to receive interest due on the relevant interest payment date. Each series of Notes shall on the Special Redemption Date become due and payable at the Special Redemption Price for such series. If funds sufficient to pay the Special Redemption Price of all Notes on the Special Redemption Date are deposited with the Trustee or paying agent on or before such Special Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after all rights under the Notes shall terminate (other than in respect of the right to receive the Special Redemption Price, plus accrued and unpaid interest, if any). (b) Notice of redemption (the “Special Mandatory Redemption Notice”) shall be mailed, or caused to be mailed, by the Issuer, with a copy provided to the Trustee, by first class postage prepaid mail to each Holder of the Notes being redeemed at its registered address within five Business Days after the occurrence of the event triggering the special mandatory redemption. Failure to give notice by mailing in the manner herein provided to such Holder, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Notes. (c) All Special Mandatory Redemption Notices shall state: (i) the Special Redemption Date, which date may not be any later than the 25th day (or, if such day is not a Business Day, the first Business Day thereafter) from the date of such Special Mandatory Redemption Notice; (ii) the Special Redemption Price for each series of Notes; (iii) that on the Special Redemption Date, the Special Redemption Price shall become due and payable with respect to each series of Notes; (iv) the place or places where such Notes are to be surrendered for payment of the Special Redemption Price; (v) the CUSIP, ISIN or “Common Code” number of such Notes, if any, or any other numbers used by the Depositary to identify such Notes; and (vi) if funds sufficient to pay the Special Redemption Price of all Notes on the Special Redemption Date are deposited with the Trustee or paying agent on or before such Special Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Special Redemption Date, that the Notes will cease to bear interest and all rights under the Notes shall terminate (other than in respect of the right to receive the Special Redemption Price, plus accrued and unpaid interest, if any). (d) Notwithstanding the foregoing, installments of interest on any series of the Notes that are due and payable on interest payment dates falling on or prior to the Special Redemption Date will be payable on such interest payment dates to the registered holders of the applicable Notes as of the close of business on the relevant record dates in accordance with the applicable series of Notes and this Indenture. (e) This Section 4.5 may not be waived or modified for any series of the Notes without the written consent of Holders of at least a majority in principal amount of the series of Notes subject to such waiver or modification. (f) Upon the occurrence of the closing of the Actavis Generics acquisition, this Section 4.5 will cease to apply.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Datea Mandatory Redemption Event occurs, the Company notifies will be required to redeem all of the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the outstanding Initial Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Initial Notes, plus accrued and unpaid interest, if any, to, but excludingnot including, the redemption date (provided that if the repurchase date is after the record date but on or before the related interest payment date, then Holders of the Notes who hold as of the record date will receive interest on the date the Notes are redeemed). In the event of the occurrence of a Mandatory Redemption Event, the Company will deliver a Special Mandatory Redemption Notice, or cause a Special Mandatory Redemption Notice to be provided to the Trustee for delivery, to the Holders of the Notes no later than the third (3rd) Business Day following the occurrence of the Mandatory Redemption Event and will redeem the Notes no later than five (5) Business Days following the date of the Special Mandatory Redemption Date (as defined below) (subject Notice pursuant to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon The obligation to redeem the occurrence of Initial Notes pursuant to a Special Mandatory Redemption Event, Event may not be waived or modified without the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 consent of the Base Indenture) the Trustee in writing each Holder of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of then outstanding Notes (such date of notification to the Holdersincluding, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such datewithout limitation, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date).]

Special Mandatory Redemption. If (ax) If the Company consummation of the Tug Hill and XcL Midstream Acquisition (as defined below) does not consummate the Merger occur on or prior to before June 1730, 2020 2023 (the “Outside Date”), ) or if, prior to (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Tug Hill and XcL Midstream Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Senior Notes in whole but not in part at a special mandatory redemption price then outstanding (such redemption, the “Special Mandatory Redemption PriceRedemption”) at a redemption price equal to 101% of the aggregate principal amount of the Notes, Senior Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”) ). In the event that all of the Company becomes obligated to redeem the Senior Notes outstanding pursuant to the Special Mandatory Redemption, the Company will be redeemed on the 3rd promptly, and in any event not more than ten Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which such Senior Notes will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no later than the third Business Day following the date of such notice) automatically and together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Senior Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Senior Notes are held by any depositary (including, without any further action by the Holders of Noteslimitation, in each case DTC) in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch depositary’s customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each registered holder of the Senior Notes to be included redeemed at its registered address. Unless the Company defaults in such notice to payment of the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, interest will cease to accrue on the Company shall deposit with the Trustee funds sufficient Senior Notes to pay be redeemed. For purposes of the Special Mandatory Redemption Price for provisions of the Senior Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.following definitions are applicable:

Special Mandatory Redemption. (a) If Terms used in this Section 3.04 and not otherwise defined in this Indenture have the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that meanings set forth in the Company’s reasonable judgment the Merger will not Escrow Agreement. (b) All outstanding Notes of any series shall be consummated on or prior subject to the Outside Date mandatory redemption (each, a “Special Mandatory Redemption EventRedemption”)) in whole, and not in part, in the event that either: (i) prior to September 30, 2012, the Company shall redeem have determined in its discretion that the Escrow Release Conditions cannot be satisfied by such date and shall have provided a Redemption Notice, acknowledged by the Trustee, to the Escrow Agent setting forth the date (the “Special Mandatory Redemption Date”) on which a Special Mandatory Redemption will occur; or (ii) the Escrow Property shall not have been released pursuant to the terms of the Escrow Agreement by 11:59 p.m. on September 30, 2012. Pursuant to the Escrow Agreement the Company shall provide, within three (3) Business Days after September 30, 2012, a Redemption Notice, acknowledged by the Trustee, to the Escrow Agent setting forth the Special Mandatory Redemption Date. (c) In the event that the Trustee receives and acknowledges a Redemption Notice pursuant to the Escrow Agreement and this Section 3.04, it shall mail or cause to be mailed by first class mail not later than the next Business Day following the receipt of such Redemption Notice, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. Such notice shall identify the Notes to be redeemed and state the following information: (i) the Special Mandatory Redemption Date; (ii) the Special Mandatory Redemption Price, including the portion thereof representing any accrued and unpaid interest; (iii) the applicable clause in whole but the Escrow Agreement pursuant to which the Company is permitted or required to release the Escrow Property; (iv) the place or places where Notes are to be surrendered for redemption; (v) Notes called for redemption must be so surrendered in order to collect the Special Mandatory Redemption Price; (vi) on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the Special Mandatory Redemption Date; and (vii) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes. (d) The Special Mandatory Redemption Date shall be not in part at a special mandatory later than thirty (30) days following the date of the Redemption Notice. The redemption price paid upon a Special Mandatory Redemption (the “Special Mandatory Redemption Price”) equal to shall be the sum of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders issue price of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, redeemed plus accrued and unpaid interest on the Business Day immediately preceding Notes of that series from the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, Issue Date of the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.of that series up to, but not including, the

Special Mandatory Redemption. If (i) the consummation of the EnLink Transaction does not occur on or before the later of (a) If the Company does not consummate date that is five (5) Business Days after August 28, 2025 and (b) the Merger on or prior date that is five (5) Business Days after the date to June 17which the outside date under the EnLink Purchase Agreement may be extended (such later date, 2020 (the “Outside Date”), or if, (ii) prior to the Outside Date, the EnLink Purchase Agreement is terminated or (iii) the Company otherwise notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Company will not be consummated on or prior to pursue the consummation of the EnLink Transaction (the earlier of the date of delivery of such notice described in clause (iii), the Outside Date (eachand the date the EnLink Purchase Agreement is terminated, a the “Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Notes in whole but not in part (such redemption, the “Special Mandatory Redemption”), at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”) ). In the event that all of the Company becomes obligated to redeem the Notes outstanding pursuant to the Special Mandatory Redemption, the Company will be redeemed on the 3rd promptly, and in any event not more than five Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver written notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (such date, the “Special Mandatory Redemption Date”,” which date shall be no earlier than the third Business Day and no later than 30 days following the date of such notice) automatically and together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Notes are held by any depositary (including, without any further action by the Holders of Noteslimitation, in each case DTC) in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch depositary’s customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each registered holder of the Notes to be included redeemed at its registered address. Unless the Company defaults in such notice to payment of the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes interest will cease to bear interest accrue on the Notes to be redeemed. Upon the occurrence of the closing of the EnLink Transaction, this SECTION 2.07. shall terminate and after the Special Mandatory Redemption Datebe of no further force and effect.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”)Event occurs, then the Company shall will redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, Notes outstanding on the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to at the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base IndenturePrice. (b) Upon the occurrence The Company will cause a notice of a Special Mandatory Redemption EventRedemption, in the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 form of the Base Indenture) corresponding Annex attached hereto, to be electronically delivered or mailed to the Trustee in writing and electronically delivered or mailed to each Holder of such event, and record of the Trustee shall, Notes to be redeemed no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd fifth Business Day following the Special Mandatory Redemption Notice Date (such dateEvent, which shall provide for the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders redemption of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, . (c) Upon the Company shall deposit with the Trustee of funds sufficient to pay the Special Mandatory Redemption Price for of all Notes to be redeemed on the Notes. If Special Mandatory Redemption Date with the Paying Agent on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, the Notes will shall cease to bear interest, and all rights under the Notes shall terminate. (d) The notice of a Special Mandatory Redemption Event shall state: (i) the Special Mandatory Redemption Date; (ii) the Special Mandatory Redemption Price; (iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable; and (iv) that the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date. (e) The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption Event or the Special Mandatory Redemption Price, or any component thereof, and shall be entitled to receive, and fully protected in conclusively relying upon, an Officer’s Certificate from the Company that states that the occurrence of such Special Mandatory Redemption Event and such Special Mandatory Redemption Price. (f) For the purposes of this Section, the terms below are defined as follows:

Special Mandatory Redemption. (a) If In the Company event that the Notes are funded into the Notes Escrow Accounts and (i) the Completion Date does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated take place on or prior to the Outside Longstop Date; (ii) the Disposition is abandoned; or (iii) an Event of Default under Section 6.01(a)(6) of the Indenture has occurred and is continuing with respect to the Issuer on or prior to the Longstop Date (each, a the date of any such event being the “Special Mandatory Redemption EventTermination Date”), the Company shall Issuer will redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of the Noteseach Note, plus accrued and but unpaid interest, if any, to, interest from the Issue Date to (but excluding, not including) the Special Mandatory Redemption Date (as defined below) (below and subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Daterelevant interest payment date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallIssuer, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee and to the Escrow Agent, and will provide that the Notes shall be redeemed on a date that is no later than the fifth Business Day after such notice is given by the Issuer in accordance with the terms of the Notes Escrow Agreement (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee). At or prior to 12:00 p.m., New York City time, on On the Business Day immediately preceding the Special Mandatory Redemption Date, the Company Trustee or the Escrow Agent (as applicable) shall deposit with pay to the Trustee funds sufficient Paying Agent for payment to pay each holder of Notes to be redeemed the Special Mandatory Redemption Price for such holder’s Notes. (c) If any Notes are listed on an exchange, and the Notes. If such deposit is made as provided aboverules of the exchange so require, the Notes Issuer will cease to bear interest on and after notify the exchange of the occurrence of any such Special Mandatory Redemption Dateand any relevant details relating thereto.

Special Mandatory Redemption. (a) If Subject to Section 3.10(c), if (x) the Company consummation of the Hibernia Acquisition does not consummate the Merger occur on or prior to June 17before October 31, 2020 2023 (the “Outside Date”), ) or if, (y) prior to the Outside Datethereto, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Company will not be consummated on or prior to pursue the consummation of the Hibernia Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date (eachDate, a the “Hibernia Special Mandatory Redemption EventTrigger Date”), the Company shall will be required to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% $850.0 million of the aggregate principal amount of the NotesNotes then outstanding (such redemption, the “Hibernia Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the applicable Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the “Hibernia Special Mandatory Redemption DatePrice”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Subject to Section 3.10(c), if (x) the occurrence consummation of a Special Mandatory Redemption Eventthe Tap Rock Acquisition does not occur on or before the Outside Date or (y) prior thereto, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) notifies the Trustee in writing that the Company will not pursue the consummation of such event, and the Trustee shall, no later than 5 Business Days following receipt Tap Rock Acquisition (the earlier of the date of delivery of such notice from described in clause (y) and the Company, notify the Holders of Notes (such date of notification to the HoldersOutside Date, the “Tap Rock Special Mandatory Redemption Notice Trigger Date”) that all ), the Company will be required to redeem $600.0 million of the aggregate principal amount of the Notes then outstanding (such redemption, the “Tap Rock Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the applicable Special Mandatory Redemption Date (as defined below) (the “Tap Rock Special Mandatory Redemption Price”). (c) If (x) neither Acquisition is consummated on or before the Outside Date or (y) prior thereto, the Company notifies the Trustee in writing that the Company will not pursue the consummation of both Acquisitions (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date, the “Combined Special Mandatory Redemption Trigger Date”), the Company will be required to redeem 100% of the aggregate principal amount of the Notes then outstanding (such redemption, the “Combined Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the applicable Special Mandatory Redemption Date (as defined below) (the “Combined Special Mandatory Redemption Price”). (d) In the event that the Company becomes obligated to redeem the Notes in whole or in part pursuant to the applicable Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the applicable Special Mandatory Redemption Trigger Date, deliver notice to the Trustee of the applicable Special Mandatory Redemption and the date upon which such notes will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”,” which date shall be no later than the third Business Day following the date of such notice) automatically together with a notice of Special Mandatory Redemption and without any further action by written instructions to the Holders Trustee instructing the Trustee to deliver such notice to each Holder of Notes, in each case Notes to be redeemed in accordance with the applicable provisions set forth herein and Section 3.03 hereof. The Trustee will then promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in Article 10 of the Base Indentureaccordance with such Depositary’s customary procedures, the form of such notice of Special Mandatory Redemption to the Holders each Holder of the Notes to be included in such notice to the Trusteeredeemed at its registered address. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, Unless the Company shall deposit with defaults in payment of the Trustee funds sufficient to pay the applicable Special Mandatory Redemption Price for the Notes. If on and after such deposit is made as provided above, the Notes applicable Special Mandatory Redemption Date interest will cease to bear interest accrue on and after the Special Mandatory Redemption DateNotes. (e) Any redemption made pursuant to this Section 3.10 shall be made pursuant to the procedures set forth in this Indenture, except to the extent inconsistent with this Section 3.10.

Special Mandatory Redemption. (a) If (i) the Company does Escrow Agent has not consummate the Merger received an Escrow Release Request on or prior to June 17, 2020 (the “Outside Escrow End Date”), or if, prior to (ii) the Outside Date, Escrow Issuers notify the Company notifies Escrow Agent and the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Acquisition will not be consummated on or prior to the Outside Termination Date (eachas defined in the Merger Agreement) or (iii) the Merger Agreement has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Company Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuers, the Trustee or any other Person, (x) liquidate and release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee and (y) provide notice to the Escrow Guarantor to provide payment with respect to the Escrow Guaranteed Obligations, and the Escrow Guarantor shall redeem promptly (and in any event within two Business Days of the receipt of such notice) pay the amount necessary to fund the interest due on the Notes in whole but not in part at a special mandatory redemption price (from the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject ), to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from shall apply (or cause the Company, notify Paying Agent to apply) the Holders of amounts in the immediately preceding clauses (x) and (y) to redeem the Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateRedemption”) that all of the Notes outstanding will be redeemed on the 3rd third Business Day following the Special Mandatory Redemption Notice Date Event (such date, the “Special Mandatory Redemption Date”) automatically and without any further action or as otherwise required by the Holders Applicable Procedures, at a redemption price (the “Special Mandatory Redemption Price”) equal to 100% of the issue price of the Notes, in each plus accrued and unpaid interest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturemay be, to, but excluding, the form of such notice to the Holders of the Notes to be included in such notice to the TrusteeSpecial Mandatory Redemption Date. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding On the Special Mandatory Redemption Date, the Company Trustee will pay to the Escrow Issuer any Escrowed Funds in excess of the amount necessary to effect the Special Mandatory Redemption. In the event that the Escrow Issuers provide an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Escrow Issuers shall deposit with cause, no later than the Trustee funds sufficient to pay Business Day following the Special Mandatory Redemption Price for Event, a notice of Special Mandatory Redemption (a “Special Mandatory Redemption Notice”) to be delivered electronically to the Notes. If such deposit is made Trustee and mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the Holders of the Notes at their registered addresses, substantially in the form attached as provided aboveExhibit E hereto. (b) If, at or prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Notes will cease Escrow Issuers have not provided to bear interest the Escrow Agent any of (1) an Escrow Release Request pursuant to Section 3(a) of the Escrow Agreement or (2) an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement, then the Trustee shall cause (i) prior to 11:00 a.m. (New York City time) on the Escrow End Date, an Escrow Redemption Notice to be delivered to the Escrow Agent pursuant to Section 3(b) of the Escrow Agreement and after (ii) no later than the Business Day following the Special Mandatory Redemption DateEvent, a Special Mandatory Redemption Notice to be mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the Holders of the Notes at their registered addresses, substantially in the form attached as Exhibit E hereto. (c) Any redemption made pursuant to this Section 3.08 shall be made pursuant to the procedures set forth in this Indenture and the Escrow Agreement, except to the extent inconsistent with this Section 3.08, which shall control in the event of a conflict. The Escrow Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except pursuant to Section 3.08(a) or (b) hereof.

Special Mandatory Redemption. (a) If In the Company event that (i) satisfaction of the Escrow Release Conditions (the date of such satisfaction, the “Effective Date”) does not consummate the Merger take place on or prior to June 17September 30, 2020 2021 (the “Outside Date”); (ii) the Escrow Issuer fails to make, or ifcause to be made, prior to any required deposits into the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated Escrow Account on or prior to three (3) Business Days after the applicable required deposit date as set forth in Section 13.01 or (iii) the Company determines, in its sole discretion, that such conditions will not be satisfied by the Outside Date and gives written notice and instruction to the Trustee and the Escrow Agent that it has elected to redeem the Notes (each, each a “Special Mandatory Redemption Trigger Event”), the Company shall redeem funds in the Notes in whole but not in part at a special Escrow Account will be released to the Trustee for the purpose of effecting the mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), Notes in accordance with the applicable provisions set forth herein and in Article 10 requirements of this Section 3.11. The Issuer will not be required to make a Special Mandatory Redemption on or following the Base IndentureEffective Date. (b) Upon the occurrence of a Special Mandatory Redemption Trigger Event, the Company shall promptly (but in no event later than 10 Escrow Issuer will redeem the Notes, on the date that is five Business Days following (subject to the requirements of the Depositary) after the date of such Special Mandatory Redemption Event) notify Trigger Event (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by ), at a cash redemption price of 100.0% of the Holders aggregate initial issue price of the Notes, in each case in accordance with plus accrued and unpaid interest thereon from the applicable provisions set forth herein and in Article 10 of Issue Date, or from the Base Indenturemost recent date to which interest has been paid or provided for, to but excluding the form of such notice to Special Mandatory Redemption Date (the Holders of the Notes to be included in such notice to the Trustee. “Special Mandatory Redemption Price”). (c) At or prior to 12:00 p.m., New York City time, on the least three Business Day immediately preceding Days before the Special Mandatory Redemption Date, the Company Escrow Issuer shall deposit with furnish to the Trustee funds sufficient an Officer’s Certificate setting forth: (i) the provisions pursuant to pay which the Special Mandatory Redemption Price for shall occur, (ii) the Notes. If Special Mandatory Redemption Date, (iii) the Special Mandatory Redemption Price, (iv) the CUSIP and ISIN of the Notes to be redeemed and (v) instructions to deliver the notice of redemption referred to in Section 3.11(d) to Holders. (d) The Trustee will send a notice of such deposit is made redemption on behalf of the Escrow Issuer to the Holders as provided abovesoon as practicable after the occurrence of a Special Mandatory Redemption Trigger Event. (e) Prior to the Trustee sending such notice of redemption, the Notes Escrow Issuer will cease provide the Trustee with a calculation of the redemption amount, including accrued and unpaid interest to bear interest on and after the Special Mandatory Redemption Date. (f) Notwithstanding anything to the contrary in this Indenture, any redemption pursuant to this Section 3.11 shall not be subject to the provisions of Section 3.01 through 3.07 hereof. For avoidance of doubt, this Section 3.11 (other than this sentence) will not apply after the Assumption is consummated.

Special Mandatory Redemption. (a) If In the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing event that the Merger Agreement Spin Off Distribution is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (eachOctober 2, a “Special Mandatory Redemption Event”)2015, the Company shall be required to redeem all of the Notes Securities, upon at least five but no more than ten Business Days’ prior notice to the Holders given in whole but not in part conformity with Section 11.02 within five Business Days following October 2, 2015, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) Price for each series of Securities equal to 101% of the aggregate principal amount of Securities to be redeemed (the Notes“Mandatory Redemption Price”), plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon The Company may, at its option, redeem the occurrence of a Special Securities in whole, but not in part, at the Mandatory Redemption EventPrice, plus accrued and unpaid interest thereon to, but not including, the Redemption Date, if, prior to October 2, 2015, the Company shall promptly (but determines in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice its sole discretion, that the Spin Off Distribution will not occur on or prior to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such upon at least five but no more than ten Business Days’ prior notice to the Holders given in conformity with Section 11.02 within five Business Days following October 2, 2015. (c) Notice of mandatory redemption pursuant to this Section 10.09 (a) or (b) shall be delivered electronically (for Global Securities) or mailed, by first class mail, to each Holder whose Securities are to be redeemed at its registered address and shall state: (i) the Redemption Date; (ii) the Mandatory Redemption Price; (iii) the name and address of the Notes Paying Agent; (iv) that Securities called for mandatory redemption must be surrendered to be included the Paying Agent at the address specified in such the notice to collect the Trustee. At or prior to 12:00 p.m., New York City time, Mandatory Redemption Price; (v) that on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for shall become due and payable; and (vi) that, unless the Notes. If such deposit is made as provided aboveCompany defaults in making the redemption payment, the Notes will Securities of each series shall cease to bear interest on and after the Special Redemption Date and the only remaining right of the Holders is to receive payment of the Mandatory Redemption DatePrice upon surrender to the Paying Agent of the Securities. (d) Notice of any mandatory redemption shall be given by the Company or, at the Company’s request and upon provision of such notice information at least five Business Days (unless the Trustee consents to a shorter period) prior to the date notice of mandatory redemption is to be given to the Holders, by the Trustee in the name and at the expense of the Company.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior The Bonds are subject to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), prior to maturity not later than one hundred eighty (180) days after the Company shall redeem has notice or actual knowledge of the Notes occurrence of a Determination of Taxability, as defined in whole but not in part the Indenture, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest, if any, toto the redemption date. Any such Special Mandatory Redemption shall be in whole unless the Company delivers to the Trustee an opinion of Bond Counsel that redemption of a portion of the Bonds Outstanding would have the result that interest payable on the Bonds remaining Outstanding after such redemption would not be includable for federal income tax purposes in the gross income of any Owner or Beneficial Owner of a Bond (other than an owner or Beneficial Owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code and the applicable regulations thereunder), but excludingand in such event the Bonds or portions thereof (in Authorized Denominations) shall be redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion. If the Trustee receives written notice from any Owner stating that (i) the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Owner for the reasons stated in the definition of "Determination of Taxability" set forth in the Indenture or any other proceeding has been instituted against such Owner which may lead to a Final Determination, and (ii) such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Owner, and until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company and the Issuer and to the Owners of Bonds then Outstanding. If the Trustee thereafter receives written notice of a Final Determination, the Trustee shall make demand for prepayment of the unpaid Installment Loan Payments under the Loan Agreement or necessary portions thereof from the Company and give notice of the Special Mandatory Redemption Date (as defined below) (subject to of the right appropriate amount of Holders of record Bonds on the relevant Regular Record Date to receive interest due on earliest practicable date within the required period of 180 days. In taking any Interest Payment Date that is on such action or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Eventmaking any such determination, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 Trustee may rely on an opinion of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datecounsel.

Special Mandatory Redemption. (a) If In the Company event that the Distribution Date does not consummate the Merger occur on or prior to June 17September 15, 2020 2014, or the Spinoff is abandoned at any time prior thereto (September 15, 2014 or such earlier date of abandonment, the “Outside Trigger Date”), or if, prior to the Outside Date, then the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but and not in part at a special mandatory redemption price (the “Special Mandatory Redemption PriceRedemption”) the aggregate principal amount of the Notes outstanding on the Special Mandatory Redemption Date at a redemption price equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined belowthe “Special Mandatory Redemption Price”) (subject to the right of Holders holders of record on the relevant Regular Record Date to receive interest due on any the relevant Interest Payment Date Date). For the avoidance of doubt, it is acknowledged and agreed that is on or prior in no event shall the Trustee have any responsibility to determine the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base IndenturePrice. (b) Upon the occurrence of a Special Mandatory Redemption Event, the The Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such cause a notice of special mandatory redemption to include be mailed to the Officers’ Certificate required Trustee and mailed, or delivered electronically if held by Section 10.2 the Depository, to the holders of the Base IndentureNotes at their registered addresses in accordance with clauses (i) the Trustee in writing through (viii) (except clause (v)) of such event, and the Trustee shall, Section 3.05(a) no later than 5 Business Days the business day following receipt of such notice from the CompanyTrigger Date, notify which shall provide for the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all redemption of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date third business day (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by following the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form date of such notice to notice. Upon the Holders deposit of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for of all notes to be redeemed on the Notes. If Special Mandatory Redemption Date with the Trustee or the Paying Agent on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, the Notes will cease to bear interest on and after all rights under the Special Mandatory Redemption DateNotes shall terminate. (c) The provisions described in this Section 3.09 may not be waived or modified without the written consent of all holders of the Notes.

Special Mandatory Redemption. If (a) If the Company does Escrow Agent has not consummate received the Merger Officer’s Certificate pursuant to Section 3.24 on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Escrow End Date, (b) the Company notifies Issuers notify the Escrow Agent and the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Issuers will not pursue the consummation of the Acquisition and that the Arrangement Agreement and Plan of Merger has been terminated in accordance with its terms, or (c) the Issuers fail to timely deposit (or cause to be consummated on or prior to timely deposited) any amounts required by Section 3.24 within three (3) Business Days of the Outside Date applicable deposit date (eacheach of the above, a “Special Mandatory Redemption Event”), then the Company Escrow Agreement provides that the Escrow Agent shall, without the requirement of notice to or action by the Issuers, the Trustee or any other Person, liquidate and release the Escrow Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes in whole but not in part (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of the Notes, plus accrued and unpaid interestinterest from the Issue Date, if anyor the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to excluding the Special Mandatory Redemption Date). On the Special Mandatory Redemption Date, after payment of any fees and expenses owed to the Trustee and the Escrow Agent, the Trustee will pay to the Issuers any Escrow Property in accordance with the applicable provisions set forth herein and in Article 10 excess of the Base Indenture. (b) amount necessary to effect the Special Mandatory Redemption. Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such Issuers will send notice of a redemption to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with Section 5.3 or at the applicable provisions set forth herein and in Article 10 of the Base IndentureIssuers’ request, the form of Trustee will give such notice to of redemption in the Holders Issuers’ name and at their expense; provided that in the case of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the a Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient Event pursuant to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided clause (c) above, the Notes will cease to bear interest on Trustee may, in the name of and after at the Special Mandatory Redemption Dateexpense of the Issuers, send such notice of redemption.

Special Mandatory Redemption. (a) If Without limiting the obligations of the Company does not consummate the Merger on set forth in Section 3.09 or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”)Section 4.16, the Company shall redeem not be required to make any mandatory redemption or sinking fund payments with respect to the Notes except as provided in whole but not this Section 3.07. (b) If, as of November 17, 2028, the aggregate principal amount of outstanding (i) Existing First Lien Notes and (ii) any Indebtedness in part at respect of any modification, refunding, replacement, substitution, restructuring or other refinancing thereof (together with, for the avoidance of doubt, all interest paid in kind on any such Indebtedness), in each case, with a special mandatory redemption price Stated Maturity prior to the Maturity Date, collectively exceeds an aggregate principal amount of $190,000,000 (the “Special Mandatory Redemption PriceTrigger Date”), the Company will be required to redeem all of the Notes then outstanding by a date no later than ten (10) Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 101100% of the aggregate principal amount of the Notes, Notes then outstanding plus accrued and unpaid interestinterest thereon, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DatePrice”). (c) In the event that all of the Company becomes obligated to redeem the Notes outstanding pursuant to Section 3.07(b), the Company will be redeemed on the 3rd promptly, and in any event not more than five (5) Business Day following Days after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the special mandatory redemption and the date upon which the Notes will be redeemed (such date, the “Special Mandatory Redemption Date”) automatically and without any further action ,” which date shall be no later than the Special Mandatory Redemption End Date). The Trustee will then promptly deliver such notice electronically or by first-class mail to each Holder of Notes at the Holders address of Notes, such Holder appearing in each case the note register or otherwise in accordance with the applicable provisions set forth herein and procedures of DTC. Unless the Company defaults in Article 10 payment of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes interest will cease to bear interest accrue on the Notes and after the Special Mandatory Redemption DateIndenture will be discharged and cease to be of further effect.

Special Mandatory Redemption. (a) If (i) the Company does Release has not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated occurred on or prior to the Outside Escrow End Date or (each, a “Special Mandatory Redemption Event”), ii) if the Company Issuers shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventthe Issuers’ announcement that the Acquisition Agreement has been terminated or that it will not pursue the consummation of the Acquisition, and the Trustee shallIssuers will, no later on a day not more than 5 three Business Days following receipt the Escrow End Date or the date of such notice from the Companynotice, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date as applicable (such date, the “Special Mandatory Redemption Date”), redeem all of the 2022 Notes (the “Special Mandatory Redemption”) automatically and without any further action by at a price equal to 100% of the Holders issue price of the 2022 Notes, in each case in accordance with plus accrued and unpaid interest from the applicable provisions set forth herein and in Article 10 of the Base IndentureIssue Date to, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m.but not including, New York City time, on the Business Day immediately preceding the Special Mandatory Redemption DateDate (the “Special Mandatory Redemption Price”). Notice of the Special Mandatory Redemption will be mailed promptly to each Holder of 2022 Notes at its registered address, the Company shall deposit with Trustee and the Trustee funds Escrow Agent. Upon receipt of the notice of Special Mandatory Redemption, the Escrow Agent will, to the extent necessary, liquidate a portion of the Escrowed Property held by it sufficient to pay the Special Mandatory Redemption Price for no later than the Notes. If such deposit is made as provided above, the Notes will cease Business Day prior to bear interest on and after the Special Mandatory Redemption Date. (b) On the Special Mandatory Redemption Date, the Escrow Agent shall pay to a paying agent for payment to each Holder of 2022 Notes the Special Mandatory Redemption Price for such Holder’s 2022 Notes. After the Escrow End Date, all interest earned on the Escrowed Property and any other Escrowed Property that is not required to be applied towards a Special Mandatory Redemption shall be paid to the Issuers upon the Issuers’ request.

Special Mandatory Redemption. (a) If (i) the Company does Escrow Agent and the Trustee have not consummate the Merger received an Officer’s Certificate and release notice on or prior to June 1711:59 p.m. Eastern Standard Time on April 3, 2020 2017 (the “Outside Date”) certifying that, substantially concurrently with the Release (as defined below), the Escrow Release Conditions (as defined below) will be satisfied, or if, prior to the Outside Date, (ii) the Company notifies shall have notified the Escrow Agent and the Trustee in writing in the form of an Officer’s Certificate stating that (x) Parent has abandoned the separation and distribution or (y) that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Escrow Release Conditions will not be consummated on or prior to satisfied (each of the Outside Date events described in the foregoing clauses (eachi) and (ii), a “Special Mandatory Redemption Event”), then the Company shall Issuer will, on the Special Mandatory Redemption Date, redeem the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to (a) 100% of the principal amount of the Notes of if the Special Mandatory Redemption Event occurs on or before December 31, 2016 or (b) 101% of the aggregate principal amount of the NotesNotes otherwise, in each case, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record of Notes on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the relevant interest payment date). “Special Mandatory Redemption Date), in accordance with ” means the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 date that is five Business Days following such Special Mandatory Redemption Event) notify (such notice to include after the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all . “Escrowed Property” means an amount of cash equal to the net proceeds of the offering of the Notes outstanding will be redeemed sold on the 3rd Business Day following Issue Date, plus an additional amount in cash sufficient to make all interest payments due and payable on the Notes to but not including the latest possible Special Mandatory Redemption Notice Date (such date, and to pay the “maximum possible Special Mandatory Redemption Date”) automatically and without Price, together with any further action other property from time to time held by the Holders Escrow Agent for the benefit of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If In the Company event that (a) the Completion Date does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated take place on or prior to the Outside Escrow Longstop Date; (b) the Acquisition Agreement is terminated at any time prior to the Escrow Longstop Date; or (c) the occurrence of an Event of Default under Section 6.01(a)(6) hereof with respect to the Issuer on or prior to the Escrow Longstop Date (each, a the date of any such event being the “Special Mandatory Redemption EventTermination Date”), the Company shall Issuer will redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of the Noteseach Note, plus accrued and but unpaid interest, if any, to, but excluding, from the Issue Date to the Special Mandatory Redemption Date (as defined below) (below and subject to the right of Holders holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Daterelevant interest payment date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon Notice of the occurrence of a Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallIssuer, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee and the Escrow Agent, and will provide that the Notes shall be redeemed on a date that is no later than the fifth Business Day after such notice is given by the Issuer in accordance with the terms of the Notes Escrow Agreement (any such date, the a “Special Mandatory Redemption Date”). (c) automatically In the event the Issuer has not delivered the notice to Holders of the Special Mandatory Redemption in accordance with Section 3.10(b) hereof, the Trustee, upon the Issuer’s request, shall deliver such notice on the second Business Day following the Special Termination Date to the Escrow Agent and without any further action the Holders in the Issuer’s name and at the Issuer’s expense. If not previously delivered by the Holders Issuer to the Escrow Agent on or prior to the Business Day following the Special Termination Date, the Trustee will deliver the notice specified in Clause 1.4(f), as applicable, of Notes, in each case the Notes Escrow Agreement in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Dateterms thereof.

Special Mandatory Redemption. (a) If In the Company does event that (a) the Acquisition is not consummate the Merger consummated on or prior to June 17, 2020 (the “Outside Date”), or if, (b) at any time prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that Escrow Release Conditions are deemed, in the CompanyInitial Issuer’s reasonable judgment the Merger will not good faith judgment, to be consummated incapable of being satisfied on or prior to the Outside Date or (eachc) at any time prior to the Outside Date, the Acquisition Agreement is terminated in accordance with its terms without the closing of the Acquisition (any such event being a “Special Mandatory Redemption Event”), the Company shall Initial Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) no later than three business days following the Mandatory Redemption Event (or otherwise in whole accordance with the applicable procedures of DTC) (the “Special Mandatory Redemption Date”) at a price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest (and accretion, if any) from the Issue Date to, but not in part at a special mandatory redemption price including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”) equal ). On or prior to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date, the Escrow Agent shall release (x) an amount of Escrowed Funds to the Trustee equal to the Special Mandatory Redemption Price and (y) after payment of any amounts due to the Trustee and Escrow Agent, any remaining amount of Escrowed Funds to the Initial Issuer. (b) As long as Escrowed Funds are deposited with the Escrow Agent, they will be invested by the Escrow Agent at the Initial Issuer’s written instruction in Eligible Escrow Investments. In the absence of written instruction, the Escrowed Funds shall remain uninvested in cash. (c) If the Escrow Agent (i) has not received an Officer’s Certificate at or prior to 11:00 a.m. (New York City time) on the Outside Date or (ii) has received an escrow termination notice from the Initial Issuer prior to the Outside Date, then the Escrow Agent promptly after 11:00 a.m. (New York City time) on the Outside Date or the date on which it has received an escrow termination notice (as defined belowapplicable) (subject to shall liquidate the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is Escrowed Funds and, on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 release (x) an amount of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice Escrowed Funds to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification equal to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for and (y) after payment of any amounts due and owing to the Notes. If such deposit is made as provided aboveTrustee or Escrow Agent, any remaining amount of Escrowed Funds to the Notes will cease to bear interest on and after the Special Mandatory Redemption DateInitial Issuer.

Special Mandatory Redemption. If (a) If the Company does not consummate the Merger is not consummated on or prior to June 1711:59 p.m. (New York) on March 13, 2020 2023; provided that if the Merger Agreement has been amended in accordance with its terms, then the date in this clause (a) shall be the “Outside Date”” (as defined in the Merger Agreement as so amended), or if, prior to (b) the Outside Date, Issuer and the Company notifies notify the Trustee in writing that (i) the Merger Agreement is has been terminated in accordance with its terms or that in the Company’s reasonable judgment (ii) the Merger will otherwise not be consummated on pursued (the earliest date of any such event described in the foregoing clauses (a) or prior to (b) being the Outside Date (each, a “Special Mandatory Redemption EventTermination Date”), the Company shall Issuer will be required to redeem all of the Notes in whole but not in part (the “Special Mandatory Redemption”) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence relevant interest payment date. Notice of a Special Mandatory Redemption Eventwill be delivered electronically or, at the Company shall promptly (but in Issuer’s option, mailed by first-class mail by the Issuer no event later than 10 two Business Days following such the applicable Special Mandatory Redemption Event) notify (such notice Termination Date, to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) and will provide that all of the Notes outstanding will shall be redeemed on the 3rd Business Day following at the Special Mandatory Redemption Notice Date Price on the third Business Day after such notice is given by the Issuer (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by in accordance with the Holders terms of Notes, in each case the Indenture or otherwise in accordance with the applicable provisions set forth herein and procedures of DTC. If funds sufficient to pay the applicable Special Mandatory Redemption Price in Article 10 of the Base Indenture, the form of such notice to the Holders respect of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, redeemed on the Business Day immediately preceding Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, then the Notes to be redeemed will cease to bear interest on and after the Special Mandatory Redemption Date. For the avoidance of doubt, the Issuer will not be required to effect any Special Mandatory Redemption following the time of the consummation of the Merger, and the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.

Special Mandatory Redemption. If (ai) If the Company does closing of the acquisition by the Issuer of Cucina Lux Investments Limited, the holding company for Brakes Group (the “Acquisition”), pursuant to a share sale and purchase agreement, dated as of February 19, 2016 (the “Purchase Agreement”), among the Issuer, entities affiliated with Xxxx Capital Investors, LLC and members of management of Cucina Lux Investments Limited, has not consummate the Merger occurred on or prior to June 17March 31, 2020 2017 substantially on the terms contemplated by the Purchase Agreement as such Purchase Agreement exists as of the Original Issue Date of the Notes or (ii) the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Purchase Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated at any time on or prior to the Outside Date March 31, 2017 (each, each of such events being a “Special Mandatory Redemption EventTrigger”), the Company shall Issuer shall, in accordance with this Section 2.9, redeem the Notes Notes, in whole but not in part whole, at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest from and including the Original Issue Date, if anyor the most recent date to which interest has been paid, towhichever is later, to but excluding, not including the mandatory redemption date (the “Special Mandatory Redemption”). Within ten days of the occurrence of the Special Mandatory Redemption Date (as defined below) (subject to Trigger, the right Issuer will give notice of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 to each Holder of the Base Notes and to the Trustee, stating, among other matters prescribed in the Original Indenture. (b) Upon the occurrence of , that a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, Trigger has occurred and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the date such notice is given). Upon delivery of written notice by the Issuer to the Trustee of the occurrence of the closing of the Acquisition substantially on the terms contemplated by the Purchase Agreement, the provisions of this Section 2.9 regarding the Special Mandatory Redemption Notice Date (such date, will cease to apply to the “Notes. The provisions relating to Special Mandatory Redemption Date”) automatically and described above may not be waived or modified with respect to the Notes without any further action by the Holders written consent of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 Holder of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Outstanding Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption EventTermination Date, the Company Issuers shall promptly be required to redeem all of the Notes (but in no event later than 10 Business Days following such the “Special Mandatory Redemption”) on the Special Mandatory Redemption Event) notify (such Date at the Special Mandatory Redemption Price. If the Issuers are required to redeem the Notes pursuant to this Section 3.09, the Dutch Issuer shall deliver or cause to be delivered notice of a Special Mandatory Redemption to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such eventand the Escrow Agent, and mailed by first-class mail to each holder’s registered address, or delivered electronically if held by the Trustee shallDepository, no later than 5 one Business Days Day following receipt of such Special Termination Date. Such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) shall provide that all of the Notes outstanding will shall be redeemed on the 3rd Business Day following Special Mandatory Redemption Date at the Special Mandatory Redemption Notice Date (such date, the “Price. Any Special Mandatory Redemption Date”) automatically and without any further action by shall be made pursuant to the Holders of Notes, in each case in accordance with the applicable provisions procedures set forth herein in this Indenture and in Article 10 the Escrow Agreement; provided, however, for the avoidance of doubt, the provisions of (i) Sections 3.03, 3.05 and 3.07 shall not apply to any Special Mandatory Redemption and (ii) this Section 3.09 shall cease to apply upon the consummation of the Base IndentureAcquisition. (b) In connection with a Special Mandatory Redemption, the form of such notice Dutch Issuer shall deliver an Officer’s Certificate to the Holders of Escrow Agent and the Notes Trustee instructing the Escrow Agent to be included in such notice release the Escrowed Property from the Escrow Account to the Trustee, and the Trustee shall deposit the Escrowed Property with the Paying Agent. At or prior to 12:00 p.m., New York City timeIn such case, on and after the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit date funds are deposited with the Trustee funds Paying Agent in an amount sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date, interest shall cease to accrue on the Notes and all rights under the Notes shall terminate. (c) At the Dutch Issuer’s written request, the Trustee shall deliver the notice of a Special Mandatory Redemption in the Issuers’ name and at the Issuers’ expense.

Special Mandatory Redemption. (a) If (i) the Company does La Quinta Acquisition is not consummate the Merger consummated on or prior to June July 17, 2020 2018 (as such date may be extended under the terms of the La Quinta Acquisition Agreement, but in no event longer than 90 days after July 17, 2018, the “Outside Date”) or (ii) if an Acquisition Termination Event (as defined below) occurs at any time prior thereto (the events in clauses (i) and (ii), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, each a “Special Mandatory Redemption Event”), the Company shall will redeem all the Notes in whole but not in part at a special mandatory redemption price (on the “Special Mandatory Redemption Price”) Date at a redemption price equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders holders of record on the relevant Regular Record Date record date prior to said redemption to receive interest due on any Interest Payment the relevant interest payment date). In the event of the occurrence of a Mandatory Redemption Event, the Company will deliver a notice of special mandatory redemption (a “Special Mandatory Redemption Notice”), or cause a Special Mandatory Redemption Notice to be provided to the Trustee for delivery, to the Holders of the Notes (with a copy to the Trustee if delivered by the Company), no later than five Business Days after the earlier to occur of (i) the Outside Date (if the La Quinta Acquisition has not closed by such date) or (ii) the occurrence of an Acquisition Termination Event. At the Company’s request, the Trustee shall deliver the Special Mandatory Redemption Notice to Holders in the Company’s name and at its expense; provided that the Company shall have delivered such notice to the Trustee at least 5 days prior to such notice being sent to Holders (or such shorter period as may be agreed by the Trustee). The “Special Mandatory Redemption Date” shall be the date specified by the Company in the notice to Holders described above that is between the tenth Business Day and the twentieth Business Day following the earlier to occur of (i) the Outside Date (if the La Quinta Acquisition has not closed by such date) or (ii) the occurrence of an Acquisition Termination Event. b) If funds sufficient to pay the special mandatory redemption price of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or prior before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following then such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after interest. c) The provisions relating to special mandatory redemption described in this Section 3.09 may not be waived or modified for the Special Mandatory Redemption DateNotes subject to special mandatory redemption without the written consent of Holders of at least 90% in principal amount of the outstanding Notes.

Special Mandatory Redemption. (a) If In the Company event that (x) the Spin-Off does not consummate the Merger occur on or prior to June 1711:59 p.m., 2020 New York City time, on February 7, 2019 (the “Outside Termination Date”), ) or if, prior to the Outside Date, (y) the Company notifies the Trustee in writing that the Merger Agreement is terminated or that Company has abandoned the Spin-Off (the earlier of the date of delivery of such notice described in clause (y) and the Company’s reasonable judgment Termination Date, the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventTrigger Date”), then the Company shall will be required to redeem the Notes in whole but and not in part at a special mandatory redemption price the aggregate principal amount of the 2026 Notes (including any Additional 2026 Notes) Outstanding (such redemption, the “Special Mandatory Redemption PriceRedemption”) on the Special Mandatory Redemption Date at a redemption price equal to 101100% of the aggregate principal amount of the 2026 Notes (including any Additional 2026 Notes), plus accrued and unpaid interest, if any, from the Issue Date (or, if later, the most recent Interest Payment Date preceding the Special Mandatory Redemption Date) to, but excludingnot including, the Special Mandatory Redemption Date (as defined belowthe “Special Mandatory Redemption Price”) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any the relevant Interest Payment Date that is on or falling prior to or on the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 Date pursuant to Section 307 of the Base Indenture). (b) Upon In the occurrence of a event the Company becomes obligated to redeem 2026 Notes (including any Additional 2026 Notes) pursuant to the Special Mandatory Redemption EventRedemption, the Company shall promptly (but will promptly, and in any event no event later than 10 ten Business Days following such Special Mandatory Redemption Event) notify (such the Trigger Date, deliver notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date and the date upon which such 2026 Notes (such date, including any Additional 2026 Notes) will be redeemed (the “Special Mandatory Redemption Date”,” which date shall be no later than the fourth Business Day following the date of such notice) automatically and without any further action together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder. Such notice of Special Mandatory Redemption shall include the information required by the Holders second paragraph of Section 1005 of the Indenture. The Trustee will then promptly mail, or deliver electronically if the 2026 Notes (including any Additional 2026 Notes) are held by any depositary, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturesuch depositary’s customary procedures, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, to each registered Holder. Upon the Company shall deposit with the Trustee of funds sufficient to pay the Special Mandatory Redemption Price for of all 2026 Notes (including any Additional 2026 Notes) to be redeemed on the Special Mandatory Redemption Date with the Trustee on or before such Special Mandatory Redemption Date, all rights of Holders under the 2026 Notes (including any Additional 2026 Notes. If such deposit is made as provided above, ) shall terminate (other than the Notes will cease right of Holders to bear interest receive the Special Mandatory Redemption Price on and after the Special Mandatory Redemption Date).

Special Mandatory Redemption. (a) If Upon the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, occurrence of a “Special Mandatory Redemption Event”), the Company shall redeem the Notes will be redeemed in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, interest on the principal amount of the Notes to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 five (5) Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shallwill, no later than 5 five (5) Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) ), that all of the Notes outstanding will be redeemed on the 3rd Business Day 30th day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) ). The Trustee, upon receipt of the notice specified above, on the Redemption Notice Date will notify each Holder that all of the outstanding Notes will be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., p.m. (New York City time, ) on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall will irrevocably deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the NotesNotes (the “Special Mandatory Redemption Payment”). If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date. Other than as specifically provided in this paragraph 6, any redemption pursuant to this paragraph 6 shall be made pursuant to the applicable provisions of Sections 3.01, 3.03, 3.04 and 3.05 of the Base Indenture.

Special Mandatory Redemption. If (a1) If the Company does InterXion Offer is not consummate consummated by or before January 27, 2021 or (2) the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger InterXion Purchase Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or at any time prior to the Outside Date such date (each, (1) and (2) each a “Special Mandatory Redemption Event”), the Company shall Issuer will be required to redeem all outstanding Notes on the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) Date at a redemption price equal to 101% of the aggregate principal amount of the Notes, Notes plus accrued and unpaid interest, if any, up to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right “Special Mandatory Redemption Price”). Notwithstanding the foregoing, installments of Holders of record interest on the relevant Regular Record Date to receive Notes that are due and payable on interest due on any Interest Payment Date that is payment dates falling on or prior to the Special Mandatory Redemption Date)Date will be payable on such interest payment dates to the registered holders as of the close of business on the relevant record dates. Notwithstanding any other provision of this Article 3, in accordance with the applicable provisions set forth herein and in Article 10 event of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company Issuer shall promptly cause a notice of special mandatory redemption (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice DateNotice”) that all to be mailed (or, in the case of notes held in book entry form, delivered by electronic transmission), with a copy to the Notes outstanding will be redeemed on the 3rd Trustee and Paying Agent, within five (5) Business Day Days following the Special Mandatory Redemption Notice Date (Event to each Holder at its registered address. Each such date, the “Special Mandatory Redemption Date”Notice shall specify: (i) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, (ii) the Company shall deposit with Special Mandatory Redemption Price, (iii) that on the Trustee Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable upon each such Note to be redeemed, (iv) the Common Code and ISIN number or codes and numbers of the Notes being redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such notes and (vi) that if funds sufficient to pay the Special Mandatory Redemption Price for (including any accrued and unpaid interest) of all Notes to be redeemed on the Notes. If Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such deposit is made as provided aboveSpecial Mandatory Redemption Date, that the Notes will shall cease to bear interest on and after such Special Mandatory Redemption Date. Upon mailing or delivery by electronic transmission of a Special Mandatory Redemption Notice, the Notes redeemed shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. The Issuer shall deposit with the Trustee or Paying Agent an amount of money sufficient to redeem on the Special Mandatory Redemption Date all the Notes so called for redemption at the Special Mandatory Redemption Price. If funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption date, the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date.

Special Mandatory Redemption. (a) If the Company does not consummate the Merger on or prior to June 17, 2020 The Notes will be redeemed (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventRedemption”), the Company shall redeem the Notes ) in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and but unpaid interest, if any, interest on the principal amount of the Notes to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to ), if the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that Final Merger is not consummated on or prior to March 31, 2016 or if, prior to such date, the Merger Agreement is terminated (each a “Special Mandatory Redemption DateEvent”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) . Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 3 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee and the Paying Agent in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holdersnotification, the “Special Mandatory Redemption Notice Date”) ), that all of the Notes outstanding will are to be redeemed on the 3rd Business Day 30th day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) ), in each case in accordance with the applicable provisions of the Indenture. The Paying Agent, upon receipt of the notice specified above, shall notify each Holder in accordance with the applicable provisions of the Indenture that all of the outstanding notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City p.m. (Luxembourg time, ) on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit funds with the Trustee funds Paying Agent sufficient to pay the Special Mandatory Redemption Price for the NotesNotes on such date. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date. Notwithstanding anything to the contrary in Article Nine of the Base Indenture, this Section 3.03 and the related definitions may not be waived or modified without the written consent of each Holder of the Notes. Failure to make the Special Mandatory Redemption, if required, in accordance with this Section 3.03 will constitute an Event of Default with respect to the Notes.

Special Mandatory Redemption. 4 (a) If Subject to Section 9(c) below, if (x) the Company consummation of the Hibernia Acquisition does not consummate the Merger occur on or prior to June 17before October 31, 2020 2023 (the “Outside Date”), ) or if, (y) prior to the Outside Datethereto, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Company will not pursue the consummation of the Hibernia Acquisition, the Company will be required to redeem $850.0 million of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the applicable Special Mandatory Redemption Date. (b) Subject to Section 9(c) below, if (x) the consummation of the Tap Rock Acquisition does not occur on or before the Outside Date or (y) prior thereto, the Company notifies the Trustee in writing that the Company will not pursue the consummation of the Tap Rock Acquisition, the Company will be required to redeem $600.0 million of the aggregate principal amount of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the applicable Special Mandatory Redemption Date. (c) If (x) neither Acquisition is consummated on or prior to before the Outside Date or (each, a “Special Mandatory Redemption Event”)y) prior thereto, the Company shall notifies the Trustee in writing that the Company will not pursue the consummation of both Acquisitions, the Company will be required to redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.] 3 To be used prior to the consummation of the Acquisitions. 4 To be used prior to the consummation of the Acquisitions.

Special Mandatory Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the 2025 Notes and the 2045 Notes. (b) If the Company does not consummate the Merger Altera Acquisition on or prior to June 17December 31, 2020 (the “Outside Date”), 2016 or if, on or prior to the Outside Datesuch date, the Company notifies the Trustee in writing that the Altera Merger Agreement is terminated or that in other than as a result of consummating the Company’s reasonable judgment Altera Acquisition, then the Merger Company will not be consummated required to redeem all outstanding 2025 Notes and 2045 Notes on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) Price equal to 101% of the aggregate principal amount of the Notes, Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject such redemption, a “Special Mandatory Redemption”). Notwithstanding anything to the right of Holders of record contrary herein, the Trustee shall have no obligation to determine whether the Altera Acquisition has occurred and shall conclusively rely on the relevant Regular Record Date delivery of an Officer’s Certificate to receive interest due on the effect. (c) Notice of any Interest Payment Date that is on Special Mandatory Redemption will be electronically delivered or prior to mailed within five Business Days after the occurrence of the event triggering the Special Mandatory Redemption Date), in accordance with to each holder of 2025 Notes and 2045 Notes to be redeemed. If funds sufficient to pay the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following Price for such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, outstanding 2025 Notes and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of 2045 Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (are deposited with the Trustee or a Paying Agent on or before such date, the “Special Mandatory Redemption Date”) automatically , and without any further action by the Holders of Notes, in each case in accordance with other conditions related to such redemption under the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City timeIndenture are satisfied, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, the Company shall deposit with outstanding 2025 Notes and the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the 2045 Notes will cease to bear interest on and after the Special Mandatory Redemption Dateinterest.

Special Mandatory Redemption. (a) If (x) the consummation of the Hostess Brands Transaction does not occur on or before the later of (i) the date that is five (5) Business Days after March 10, 2025 and (ii) the date that is five (5) Business Days after any later date to which Hostess Brands and the Company does not consummate may agree to extend the End Date (as defined in the Merger on or prior to June 17Agreement) in the Merger Agreement (such later date, 2020 (the “Outside Extended Termination Date”), ) or if, prior to the Outside Date, (y) the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger Company will not be consummated on or prior to pursue the Outside Date consummation of the Hostess Brands Transaction (eachthe earlier of the date of delivery of such notice described in clause (y) and the Extended Termination Date, a the “Special Mandatory Redemption EventTrigger Date”), the Company shall redeem all and not less than all of the Notes in whole but not in part at then outstanding by a special mandatory redemption price date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption PriceEnd Date”) at a redemption price equal to 101% of the aggregate principal amount of the Notes, Notes to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the Special Mandatory Redemption Date (as defined belowherein) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the “Special Mandatory Redemption DatePrice”), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon In the occurrence of a Special Mandatory Redemption Eventevent that the Company becomes obligated to redeem the notes pursuant to the foregoing paragraph, the Company shall promptly promptly, and in any event not more than five (but in no event later than 10 5) Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following after the Special Mandatory Redemption Notice Date Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the notes will be redeemed (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by ,” which date shall be no later than the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of Special Mandatory Redemption End Date). The Trustee shall then promptly deliver such notice to each Holder of Notes at its registered address. Unless the Holders Company defaults in payment of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City timeSpecial Mandatory Redemption Price, on the Business Day immediately preceding the and after such Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes interest will cease to bear interest accrue on the Notes and after the Special Mandatory Redemption DateIndenture will be discharged and cease to be of further effect as to all Notes.

Special Mandatory Redemption. (a) If In In the Company event that (i) the Conversion Date does not consummate the Merger on or occur prior to June 17the Conversion Outside Date or (ii) the Issuer informs the Trustee in writing that, 2020 in the reasonable good faith judgment of the Issuer, the Conversion Date will not occur prior to the Conversion Outside Date (the date of any such event being the “Outside Special Termination Date”), or if, prior to the Outside Date, Issuer will redeem the Company notifies Notes (the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption EventRedemption”), the Company shall redeem the Notes in whole but not in part ) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of the Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenturerelevant interest payment date. (b) Upon Subject to Section 5.9(c) of the occurrence Indenture, notice of a the Special Mandatory Redemption Event, will be delivered by the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, Issuer no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd one Business Day following the Special Mandatory Redemption Notice Date Termination Date, to the Trustee and Holders of Notes and will provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given by the Issuer (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 procedures of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding DTC. (c) On the Special Mandatory Redemption Date, the Company Issuer shall deposit with pay to the Trustee funds sufficient Paying Agent for payment to pay each Holder of Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes. (d) Any redemption made pursuant to Section 5.9 of the Indenture shall be made pursuant to the provisions of Section 5.1 through 5.6 of the Indenture, except to the extent inconsistent with Section 5.9 of the Indenture. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. If such deposit is made as provided above, except pursuant to Section 5.9 of the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.Indenture.]12

Special Mandatory Redemption. At any time when the Class B Common Shares are not registered under the Exchange Act, in the event any holder or group (within the meaning of Section 13(d)(3) of the Exchange Act) of holders of Class B Common Shares propose to enter into any transaction (a “Triggering Transaction”) pursuant to which (alone or together with any one or more of a series of related transactions (all such related transactions including the Triggering Transaction, collectively, a “Class B Common Share Acquisition”)) a number of outstanding Class B Common Shares in excess of 20% of the number of Class B Common Shares outstanding as of the Effective Time would be acquired by a single Purchaser (other than in an Excluded Transaction), such holder or group shall as a condition to consummating such Triggering Transaction offer or cause to be offered to the holders of record of Pubco Shares as of the record date for such Triggering Transaction (or, if there is no record date for such Triggering Transaction, as of the close of business on the day prior to the consummation of such Triggering Transaction) the opportunity to participate in the Class B Common Share Acquisition by selling their Pubco Shares for the same type (or the same choice between types) and per share amount of consideration as is paid to the holders of the outstanding Class B Common Shares to be sold in such Triggering Transaction, except and solely to the extent prohibited by applicable law. Notwithstanding the foregoing, (a) If if the Company does not consummate per share consideration in such Triggering Transaction is lower than the Merger Average Price with respect to such Triggering Transaction, such offer for Pubco Shares shall be at a price no lower than such Average Price; (b) if any outstanding Class B Common Shares are sold in a transaction subsequent to such Triggering Transaction as part of the same Class B Common Share Acquisition (a “Subsequent Transaction”) for per share consideration greater than the Average Price with respect to such Subsequent Transaction, an offer in compliance with this Article IV(C)3 shall be made to the holders of Pubco Shares as of the record date for such Subsequent Transaction (or, if there is no record date for such Subsequent Transaction, as of the close of business on or prior to June 17, 2020 (the “Outside Date”), or if, day prior to the Outside Dateconsummation of such Subsequent Transaction) to sell their shares in such Subsequent Transaction and, as a condition to the closing of such Subsequent Transaction, the Company notifies holders selling outstanding Class B Common Shares in such Subsequent Transaction shall provide or cause to provided consideration in the Trustee applicable form or forms to each Person who sold Pubco Shares in writing such Triggering Transaction (or any prior Subsequent Transaction) at a price lower than the Average Price with respect to such Subsequent Transaction in an amount equal to the difference between (i) the Average Price with respect to such Subsequent Transaction and (ii) the sum of (A) the per share consideration paid to such Person in such Triggering Transaction (or in such prior Subsequent Transaction) and (B) any previous payments made to such Person pursuant to this clause (b); and (c) in the event the consideration in any such Triggering Transaction or any Subsequent Transaction is in the form of securities, the terms of such Triggering Transaction or Subsequent Transaction may provide that the Merger Agreement consideration offered to any holder of Pubco Shares (or any former holder entitled to receive additional consideration pursuant to the preceding clause (b)) who is terminated or that not an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933 may consist of cash in an amount equal to the Company’s reasonable judgment fair market value of such securities consideration as determined by the Merger will not Board of Directors. Such offer to holders of Pubco Shares may be consummated on or made at any time prior to or within 60 days following the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing consummation of such eventTriggering Transaction or Subsequent Transaction, and as applicable, provided that the Trustee shall, acquisition of any Pubco Shares held by holders who accept such offer is consummated no later than 5 Business Days following receipt such 60th day. For the avoidance of doubt, no such offer to holders of Pubco Shares shall be required to be made, and any such offer that has been made may be rescinded, if such Triggering Transaction or Subsequent Transaction is not consummated. In the event a Triggering Transaction or Subsequent Transaction is consummated without compliance by the holders of the outstanding Class B Common Shares sold in such Triggering Transaction or Subsequent Transaction with the requirements of this Article IV(C)3, the Class B Common Shares sold in such Triggering Transaction or Subsequent Transaction, as applicable, shall, immediately upon a determination of such notice from non-compliance by the CompanyBoard of Directors, notify cease to be outstanding and the Holders of Notes (such date of notification Corporation shall, as promptly as practicable, pay a redemption price equal to the Holders, the “Special Mandatory Redemption Notice Date”) that all par value of the Notes outstanding Class B Common Shares sold in such Triggering Transaction or Subsequent Transaction, as applicable, to the holders of record thereof as of a redemption date specified by the Board of Directors that is no later than 30 days following such determination of non-compliance. For purposes of this Article IV(C)3, no transaction pursuant to which Class B Common Shares are acquired will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes deemed to be included in “related” to any other such notice to the Trustee. At transaction that is consummated more than 90 days before or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If after such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Datefirst transaction.

Special Mandatory Redemption. (a) If (i) the Company does BlueLine Acquisition is not consummate the Merger consummated on or prior to June 17before May 29, 2020 2019 (the “Outside DateAcquisition Deadline”), or if, prior to the Outside Date, the Company notifies the Trustee in writing (ii) Holdings has determined that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger BlueLine Acquisition will not be consummated on or prior before the Acquisition Deadline and gives the Trustee a written notice to that effect or (iii) the Outside Date BlueLine Merger Agreement is terminated in accordance with its terms or by agreement of the parties thereto, and the BlueLine Acquisition has not been consummated (each, a “Special Mandatory Redemption Event”), the Company shall be required to redeem the Notes in whole Securities (the “Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not in part at a special mandatory redemption price including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). (b) equal If the Company is required to 101% of redeem the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Securities pursuant to this Special Mandatory Redemption Date (as defined below) (subject because the BlueLine Acquisition is not completed on or before the Acquisition Deadline, the Company shall cause a conditional notice of redemption to be delivered electronically or mailed, with a copy to the right Trustee, to each Holder of Holders the Securities at its registered address at least five Business Days prior to the applicable Special Mandatory Redemption Date. Such redemption notice shall be conditioned upon failure to complete the BlueLine Acquisition on or before the Acquisition Deadline and any other conditions the Company may determine. (c) In all other cases, if the Company is required to redeem the Securities pursuant to this Special Mandatory Redemption, the Company shall cause the notice of record redemption to be delivered electronically or mailed, with a copy to the Trustee, to each Holder of the Securities at its registered address within five Business Days after the occurrence of the event that requires the Company to redeem such Securities. (d) Notwithstanding the foregoing, installments of interest on the relevant Regular Record Date to receive interest Securities that are due and payable on any Interest Payment Date that is Dates falling on or prior to the Special Mandatory Redemption Date), Date shall be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with the applicable provisions set forth herein Securities and in Article 10 of the Base this Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee If funds sufficient to pay the Special Mandatory Redemption Price for of the Notes. If such deposit is made as provided above, the Notes will cease Securities to bear interest be redeemed on and after the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on or before such Special Mandatory Redemption Date, and certain other conditions are satisfied, on and after such Special Mandatory Redemption Date, the Securities shall cease to bear interest.