Common use of Special Mandatory Redemption Clause in Contracts

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Certificate described under Section 14.01 on or prior to the Outside Date or (ii) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off will not be consummated on or prior to the Outside Date, then the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption Date.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Officers’ Certificate described under pursuant to Section 14.01 4.20(b) on or prior to the Outside Date Escrow End Date, or (ii) the Escrow Issuer Company notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Company will not be consummated on or prior to pursue the Outside Dateconsummation of the Merger, then the Escrow Agent shall shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property Escrow Proceeds (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay the amounts to the apply (or cause a Paying Agent for payment to the Holders of apply) such proceeds to redeem the Notes (the “Special Mandatory Redemption”) on the Business Day following the date of the release of the Escrow Proceeds to the Trustee (the “Special Mandatory Redemption Date”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price principal amount of the Notes, 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 may be, to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Company any Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) Proceeds in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Certificate described under Section 14.01 in the definition of “Escrow Release Date” on or prior to close of business on the Outside Date or Escrow End Date, (ii) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Issuer will not pursue the Spin-Off or otherwise announces that it will not pursue the consummation of the Spin-Off or (iii) the Issuer fails to deposit (or cause to be consummated on or prior deposited) any amounts required to be deposited into the Escrow Account pursuant to the Outside DateEscrow Agreement as and when required, then the Escrow Agent shall shall, without the requirement of notice to or action by the Issuer, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay apply (or cause a paying agent to apply) such proceeds to redeem the amounts to the Paying Agent for payment to the Holders of the Initial 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 Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Initial Notes issued on the Issue Date (which issue price was 98.266% of the principal amount of such Notes), plus accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (ia) In the Escrow Agent has event that the Company does not received consummate the Officer’s Certificate described under Section 14.01 Acquisition on or prior to the Outside Date or (ii) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off will not be consummated on or March 31, 2018 or, if prior to such date, the Outside DateAcquisition is abandoned, then the Escrow Agent Company shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be redeem (such third Business Dayredemption, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) all of the Notes not later than the Special Mandatory Redemption Date at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notesprincipal amount thereof, plus accrued and unpaid interest from the Issue Date (or the most recent date to which interest has been paid) to, but excluding, the Special Mandatory Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). On The Company shall cause the notice of Special Mandatory Redemption to be sent, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering redemption to each holder at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, the Trustee Notes will pay cease to bear interest. (b) Any redemption made pursuant to this Section 3.09 shall be made pursuant to the Escrow Issuer procedures set forth in this Indenture, except to the extent inconsistent with this Section 3.09. The Company shall not be required to make any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of mandatory redemption or sinking fund payments with respect to the amount necessary Notes, except for the mandatory redemption pursuant to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateSection 3.09 hereof, if applicable.

Special Mandatory Redemption. If In the event that (ia) the Escrow Agent has Acquisition does not received the Officer’s Certificate described under Section 14.01 take place on or prior to the Outside Date or Date, (iib) in the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment of the Spin-Off Issuer, the Acquisition will not be consummated on or prior to the Outside Date, then Date or (c) the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) Masterflex Purchase Agreement terminates at any time on or prior to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of any such notice (in the case of clause (ii)), as the case may be (such third Business Day, event being the “Special Mandatory Redemption Termination Date”), and the Trustee Issuer shall pay the amounts to the Paying Agent for payment to the Holders redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100100.0% of the initial aggregate issue price of the Notes, plus accrued and but unpaid interest interest, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of the Special Mandatory Redemption shall be delivered by the Issuer, no later than one Business Day following the Special Termination Date, to the Trustee and the Paying Agent, and shall provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given to the Holders by the Issuer (the “Special Mandatory Redemption Date”). On the Special Mandatory Redemption Date, the Trustee will pay Issuer shall pay, or cause to be paid, to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary Paying Agent for payment to effect each Holder the Special Mandatory Redemption of Price for such Notes on the Special Mandatory Redemption DateHolder’s Notes.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Officers’ Certificate described under pursuant to Section 14.01 4.20(b) of the Indenture on or prior to the Outside Date Escrow End Date, or (ii) the Escrow Issuer Company notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Company will not be consummated on or prior to pursue the Outside Dateconsummation of the Merger, then the Escrow Agent shall shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property Escrow Proceeds (including investment earnings thereon and proceeds thereof) to the Trustee, Trustee and the Trustee shall apply (or cause a Paying Agent to apply) such proceeds to redeem the Notes on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) following the date of such notice the release of the Escrow Proceeds to the Trustee (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price principal amount of the Notes, 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 may be, to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Company any Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) Proceeds in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Officers’ Certificate described under pursuant to Section 14.01 4.20 on or prior to the Outside Date Escrow End Date, or (ii) the Escrow Issuer Company notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Company will not be consummated on or prior to pursue the Outside Dateconsummation of the Merger, then the Escrow Agent shall shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property Escrow Proceeds (including investment earnings thereon and proceeds thereof) to the Trustee, Trustee and the Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) following the date of such notice the release of the Escrow Proceeds to the Trustee (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes, 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 may be, and accreted discount, if any, to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Company any Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) Proceeds in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Certificate described under pursuant to Section 14.01 4.17(e) on or prior to the Outside Escrow End Date or (ii) the Escrow Issuer notifies Issuers notify the Escrow Agent in writing that in its reasonable judgment the Spin-Off Diamond Sports Group will not be consummated on or prior to pursue the Outside Dateconsummation of the Acquisition, then the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the TrusteeTrustee and, on the third (3rd) Business Day succeeding (ax) the Outside Escrow End Date (in the case of clause (i)) or and (by) the date of such notice (in the case of clause (ii)), as the case may be ) (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent paying agent for payment to the Holders of the Secured Notes (the “Special Mandatory Redemption”) at a redemption price Redemption Price calculated by Issuer the Issuers (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Secured Notes, plus accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer Issuers any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such the Secured Notes on the Special Mandatory Redemption Date. To the extent that, upon a Special Mandatory Redemption, the Escrow Account does not contain sufficient funds to pay all accrued and unpaid interest on the Secured Notes from the Issue Date to (but excluding) the Special Mandatory Redemption Date, the Issuers will be required to fund any such deficit.

Special Mandatory Redemption. If (ia) the Escrow Agent has not received the Officer’s Certificate described under pursuant to Section 14.01 3.21 on or prior to the Outside Escrow End Date or (iib) the Escrow Issuer notifies the Escrow Agent and the Trustee in writing that in its reasonable judgment the Spin-Off Parent will not be consummated on or prior to pursue the Outside Dateconsummation of the Acquisition and that the Agreement and Plan of Merger has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agent shall shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay the amounts apply (or cause a paying agent to the Paying Agent for payment apply) such proceeds to the Holders of redeem the Notes (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 redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) ), equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date Date, or 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, excluding the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (ia) the Escrow Agent has not received the Officer’s Certificate described under pursuant to Section 14.01 3.24 of the Indenture on or prior to the Outside Date or Escrow End Date, (iib) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Issuer will not pursue the consummation of the Acquisition or otherwise announces that the Merger Agreement has been terminated or that it will not pursue the consummation of the Acquisition, or (c) the Issuer fails to timely deposit (or cause to be consummated on or prior to timely deposited) any amounts required by Section 3.24 of the Outside DateIndenture, within three (3) Business Days of the applicable deposit date, then the Escrow Agent shall shall, without the requirement of notice to or action by the Issuer, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay the amounts apply (or cause a paying agent to the Paying Agent for payment apply) such proceeds to the Holders of 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 Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) ), equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date Date, or 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, excluding the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (ia) The Issuer shall redeem the Escrow Agent has not received 2026 Notes, in the Officer’s Certificate described under Section 14.01 on or prior to event that either : (a) the Outside Date or (iias defined herein) occurs and closing of the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off will Harvest Acquisition has not be consummated occurred on or prior to the Outside Date, then the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) ; or (b) the Arrangement Agreement is terminated at any time prior to the Outside Date (each, a “Triggering Event”). For such purposes, the “Outside Date” means March 1, 2022. (b) The Issuer shall, no later than the fourth business day following the date on which a Triggering Event occurs, give notice of the special mandatory redemption to the Trustee, the Holders of the 2026 Notes and the paying agent stating, among other matters prescribed in Section 5.4, that a Triggering Event has occurred and that 50% of the 2026 Notes will be redeemed on the date of redemption set forth in such notice (in the case of clause which shall be not less than 15 days and not more than 30 days after such notice is given) (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”). (c) On the Mandatory Redemption Date, and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders Issuer will redeem 50% of the aggregate principal amount of the 2026 Notes (the “Special Mandatory Redemption”) outstanding at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes, Issue Price plus accrued and unpaid interest from to the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay subject to the Escrow rights of Holders on the relevant record date to receive interest on the relevant interest payment date. (d) The 2026 Notes that are redeemed by the Issuer any Escrowed Property pursuant to the special mandatory redemption will be cancelled and will not be re-issued. (including investment earnings thereon and proceeds thereofe) in excess Any redemption pursuant to this Section 5.1.1 shall be made pursuant to the provisions of Sections 5.2 to 5.10 of the amount necessary Indenture, other than as modified pursuant to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption Datethis Section 5.1.1.

Special Mandatory Redemption. If (ia) On the Closing Date, the Investors, at the direction of the Company, shall, pursuant to the Escrow Agreement, deposit the Escrow Property into a segregated escrow account (the “Escrow Account”). The Company shall grant the Trustee, for the benefit of itself and Holders of the Notes, a first-priority security interest in the Escrow Account in accordance with the terms of the Escrow Agreement. Each Holder of a Note by its acceptance thereof authorizes the Trustee to execute and deliver the Escrow Agreement. (b) Notwithstanding anything in this Indenture, if, by the date that is 20 Business Days following the Closing Date (such later date, the “Outside Date”), the Term Loan B Credit Facility with aggregate term loan commitments of at least $125,000,000 has not been executed, the Company shall give notice of the same by 10:00 a.m., New York City time on the Outside Date to the Holders, the Trustee and the Escrow Agent has not received the Officer’s Certificate described under Section 14.01 on or prior to the Outside Date or (ii) the Escrow Issuer notifies and the Escrow Agent in writing that in its reasonable judgment shall, without the Spin-Off will not be consummated on requirement of further notice to or prior to action by the Outside DateCompany, then the Trustee or any other person, liquidate and release the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, . The Trustee shall apply such proceeds to redeem all of the Notes outstanding on the third date not more than five Business Day succeeding Days after such Outside Date, or as otherwise required by the applicable procedures of the Depositary (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and at the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”. (c) equal to 100% For the purposes of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date to, but excluding, the this Section 2.11 (Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption Date.Redemption):

Special Mandatory Redemption. If (ia) the Escrow Agent has not received the Officer’s Certificate described under pursuant to Section 14.01 3.21 of the Indenture on or prior to the Outside Escrow End Date or (iib) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Parent will not be consummated on or prior to pursue the Outside Dateconsummation of the Acquisition and the Agreement and Plan of Merger has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agent shall shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay the amounts apply (or cause a paying agent to the Paying Agent for payment apply) such proceeds to the Holders of redeem the Notes (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 redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) ), equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date Date, or 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, excluding the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on the Special Mandatory Redemption DateRedemption.

Special Mandatory Redemption. If (i) the Escrow Agent has not received the Officer’s Certificate described under pursuant to Section 14.01 4.17(e) on or prior to the Outside Escrow End Date or (ii) the Escrow Issuer notifies Issuers notify the Escrow Agent in writing that in its reasonable judgment the Spin-Off Diamond Sports Group will not be consummated on or prior to pursue the Outside Dateconsummation of the Acquisition, then the Escrow Agent shall release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the TrusteeTrustee and, on the third (3rd) Business Day succeeding (ax) the Outside Escrow End Date (in the case of clause (i)) or and (by) the date of such notice (in the case of clause (ii)), as the case may be ) (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent paying agent for payment to the Holders of the Senior Notes (the “Special Mandatory Redemption”) at a redemption price Redemption Price calculated by Issuer the Issuers (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Senior Notes, plus accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer Issuers any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Senior Notes on the Special Mandatory Redemption Date. To the extent that, upon a Special Mandatory Redemption, the Escrow Account does not contain sufficient funds to pay all accrued and unpaid interest on the Senior Notes from the Issue Date to (but excluding) the Special Mandatory Redemption Date, the Issuers will be required to fund any such deficit.

Special Mandatory Redemption. (a) If (i) the Escrow Agent has not received the Officer’s Certificate described under in Section 14.01 12.02 on or prior to the Outside Escrow End Date or (ii) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off Issuer will not be consummated on or prior to pursue the Outside Dateconsummation of the Acquisition and announces that the Transaction Agreement has been terminated, then the Escrow Agent shall upon direction from the Issuer release the Escrowed Property (including investment earnings thereon thereon, if any, and proceeds thereof) to the Trustee, on order of the third Business Day succeeding (a) the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), Trustee and the Trustee shall pay arrange for payment of the amounts in the Euro Escrow Account to the Euro Paying Agent and the amounts in the U.S. Dollar Escrow Account to the Dollar Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the order of the Trustee (the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC and Euroclear or Clearstream, as applicable, at a redemption price calculated by Issuer the Issuers (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee will pay to the Escrow Issuer any Any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption of such Notes on shall be distributed as set forth in the Special Mandatory Redemption DateEscrow Agreement. (b) 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 paragraph. The Issuers shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, except pursuant to Section 3.08(a) hereof.

Special Mandatory Redemption. If (ia) If, for any reason, the Escrow Agent has acquisition of Electric Lightwave Parent, Inc. is not received the Officer’s Certificate described under Section 14.01 completed on or prior to May 29, 2017 (the Outside Date or (ii) the Escrow Issuer notifies the Escrow Agent in writing that in its reasonable judgment the Spin-Off will not be consummated on or prior to the “Outside Date”), then the Escrow Agent shall release Issuers will be required to redeem the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee, Notes on the third date which is 20 Business Day succeeding (a) Days after the Outside Date (in the case of clause (i)) or (b) the date of such notice (in the case of clause (ii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by Issuer (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue offering price of the Notes, plus accrued and unpaid interest from the Issue Date thereon to, Table of Contents but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”); provided, however, that if the Agreement and Plan of Merger dated November 29, 2016 (the “Acquisition Agreement”) is terminated in accordance with its terms, the Outside Date shall be the date the Acquisition Agreement is terminated. (b) Notice of Special Mandatory Redemption will be delivered, with a copy to the Trustee, promptly after the occurrence of the Outside Date to each Holder of Notes in accordance with Section 3.03 of the Indenture (except that such notice shall be transmitted no later than ten (10) Business Days prior to the Outside Date). On If funds sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Paying Agent, on or before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, such Notes will cease to bear interest and, other than the Trustee will pay right to the Escrow Issuer any Escrowed Property (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect receive the Special Mandatory Redemption of such Price, all rights under the Notes on the Special Mandatory Redemption Dateshall terminate.