Common use of Voluntary Redemption Clause in Contracts

Voluntary Redemption. The Borrower will not, and will not permit any Restricted Subsidiary to voluntarily prepay, repurchase or redeem or otherwise voluntarily defease prior to its scheduled maturity any Junior Debt (for the avoidance of doubt, it being understood that payments of regularly-scheduled cash interest in respect of Junior Debt shall be permitted); provided, however, that the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem or defease prior to its scheduled maturity any Junior Debt (i) in exchange for or with the proceeds of any Permitted Refinancing Debt or other Specified Additional Debt), (ii) by converting or exchanging any Junior Debt to Equity Interests (other than Disqualified Capital Stock) or Qualified Preferred Stock of the Borrower or with the Net Cash Proceeds from any such Equity Interests (other than Disqualified Capital Stock) or Qualified Preferred Stock of the Borrower, (iii) such Debt is intercompany Debt permitted hereunder, and (iv) so long as, immediately after giving effect thereto, (A) on a pro forma basis, no Borrowing Base deficiency exists and no Default or Event of Default shall have occurred and be continuing, (B) Liquidity is at least 15% of the Borrowing Base and (C) on a pro forma basis the Borrower shall have a Leverage Ratio no greater than 2.50:1.00; provided further that (without limitation of the foregoing clauses (a)(i)-(iv)) the Borrower may prepay, repurchase, redeem or defease any of its 2023 Senior Notes, 2024 Senior Notes, 2025 Senior Notes, 2025 Second Lien Notes or 2026 Senior Notes through one or more open market purchases (each a “Permitted Purchase” and, collectively, the “Permitted Purchases”) for an aggregate cash purchase price for all such Permitted Purchases not to exceed $100,000,000 so long as, immediately after giving effect to each such Permitted Purchase, (i) Liquidity is at least $500,000,000 and (ii) the aggregate amount of all such Permitted Purchases does not exceed the amount of Free Cash Flow for the period beginning April 1, 2021 and ending on the date such Permitted Purchase is made.

Voluntary Redemption. The Borrower 6.1. Subject to Applicable Law and Clause 6.2 and Clause 6.3 below, the Company may, if it gives the Debenture Trustee not less than 30 (thirty) days’ prior notice, redeem in full all or any number of the Debentures (including, without limitation, all or any number of the Debentures in a particular series) then outstanding on the date specified in the notice provided that if the Company proposes to redeem any number of the Debentures issued pursuant to only one or more series (and not across all series of Debentures then outstanding), the Company may do so only with the prior consent of the Debenture Trustee (acting on Relevant Instructions) unless it ensures that pursuant to such proposed redemption, the aggregate number of Debentures that will not, and will not permit any Restricted Subsidiary be held by each Debenture Holder (across all series) shall bear the same proportion to voluntarily prepay, repurchase or redeem or otherwise voluntarily defease the aggregate number of Debentures that were held by each such Debenture Holder (across all series) immediately prior to its scheduled maturity such redemption. 6.2. Upon the Company issuing the notice to the Debenture Trustee under Clause 6.1 above, the Debenture Trustee shall, no later than the next Business Day after the date on which it receives the notice, deliver the said notice to the Debenture Holders. 6.3. If the Company proposes to redeem all or any Junior Debt (for of the avoidance of doubtDebentures pursuant to Clause 6.1 above, it being understood must credit to the account of each relevant Debenture Holder on the relevant Record Date in immediately available funds an amount that payments is equal to the Redemption Amounts payable in relation to the relevant number of regularly-scheduled cash interest Debentures proposed to be redeemed and any other amounts that have accrued and are payable in relation to those Debentures under the Transaction Documents. 6.4. Any notice of redemption in respect of Junior Debt any of the Debentures given by the Company under this Clause 6 shall specify the date of redemption. 6.5. Any redemption of any of the Debentures held by a Foreign Investor pursuant to this Clause 6 (Voluntary Redemption), prior to the expiry of 3 (three) years from the relevant Deemed Date of Allotment, shall be permitted); providedsubject to the receipt of prior approval of the RBI and/or SEBI, howeverif required under Applicable Law. 6.6. Notwithstanding anything contained in this Deed, it is hereby clarified that the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem or defease prior Company’s obligation to its scheduled maturity any Junior Debt pay the Redemption Amounts in accordance with this Clause 6 (iVoluntary Redemption) in exchange for or with the proceeds of any Permitted Refinancing Debt or other Specified Additional Debt), (ii) by converting or exchanging any Junior Debt to Equity Interests (other than Disqualified Capital Stock) or Qualified Preferred Stock of the Borrower or with the Net Cash Proceeds from any such Equity Interests (other than Disqualified Capital Stock) or Qualified Preferred Stock of the Borrower, (iii) such Debt is intercompany Debt permitted hereunder, and (iv) so long as, immediately after giving effect thereto, (A) on a pro forma basis, no Borrowing Base deficiency exists and no Default or Event of Default shall have occurred and be continuing, (B) Liquidity is at least 15% of the Borrowing Base and (C) on a pro forma basis the Borrower shall have a Leverage Ratio no greater than 2.50:1.00; provided further that (without limitation of the foregoing clauses (a)(i)-(iv)) the Borrower may prepay, repurchase, redeem or defease any of its 2023 Senior Notes, 2024 Senior Notes, 2025 Senior Notes, 2025 Second Lien Notes or 2026 Senior Notes through one or more open market purchases (each a “Permitted Purchase” and, collectively, the “Permitted Purchases”) for an aggregate cash purchase price for all such Permitted Purchases not to exceed $100,000,000 so long as, immediately after giving effect to each such Permitted Purchase, (i) Liquidity is at least $500,000,000 and (ii) the aggregate amount of all such Permitted Purchases does not exceed the amount of Free Cash Flow for the period beginning April 1, 2021 and ending only arise on the date such Permitted Purchase is madeMaturity Date.

Voluntary Redemption. The Borrower (a) Subject to the terms of this Section 3.15, once the Stockholder Approval has been obtained, the Company will nothave the right, at its election, to call for redemption for cash (and only for cash) all, or any portion, of the Notes at the time outstanding, at any time and from time to time, as provided hereafter; provided, that partial redemptions shall not be permitted in amounts of less than $1,000,000.00. (b) A redemption called by the Company pursuant to this Section 3.15 shall occur on the date (the “Redemption Date”) of the 120th calendar day (or, if such day is not a Business Day, the first Business Day thereafter) following the date on which the Trustee shall have sent the corresponding Notice of Redemption as provided below; provided, however, that in no event shall a Notice of Redemption be sent prior to the first Business Day following the day on which the Stockholder Approval has been obtained. (c) To call any Notes for redemption, the Trustee (acting upon written request from the Company and at the Company’s expense) shall send or cause to be sent to each Holder, at its last address as the same appears on the Register (in the case of Physical Notes) or in compliance with Applicable Procedures (in the case of Global Notes), a notice of such Redemption prepared by the Company (a “Notice of Redemption”). Each Notice of Redemption shall specify: (i) the Redemption Date; (ii) the Redemption Price per $1,000 principal amount of Notes to be redeemed; (iii) in case any Note is to be redeemed in part only, the portion of the Principal Amount thereof to be redeemed and that on and after the Redemption Date, upon surrender of such Note, a new Note in Principal Amount equal to the unredeemed portion thereof shall be issued; (iv) that Notes called for redemption must be delivered to the Paying Agent (in the case of Physical Notes) or the Applicable Procedures must be complied with (in the case of beneficial interests in Global Notes) for the Holder thereof to be entitled to receive the Redemption Price; (v) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and will not permit that, unless the Company defaults in the payment of the Redemption Price, interest thereon shall cease to accrue on and after the Redemption Date; and (vi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (d) A Notice of Redemption shall be irrevocable. (e) If less than all Notes then outstanding are called for redemption, then: (i) the Trustee shall select the Notes to be redeemed in Principal Amounts of $1,000 or integral multiples of $1,000, from Notes then outstanding, by lot, pro rata to the extent practicable or by another method the Trustee routinely uses, and in each case to the extent permitted by the Depositary; and (ii) the Trustee shall promptly notify the Company in writing of the Notes selected for redemption and the Principal Amount thereof to be redeemed. If any Restricted Notes are to be redeemed in part only, the Company shall issue new Notes in Principal Amount equal to the unredeemed principal portion thereof. (f) Prior to 11:00 a.m. (local time in The City of New York) on the Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to voluntarily prepay, repurchase pay the Redemption Price of all the Notes or redeem or otherwise voluntarily defease prior portions thereof to its scheduled maturity be redeemed on such Redemption Date. The Company shall promptly notify the Trustee in writing of the amount of any Junior Debt deposits of cash made pursuant to this Section 3.15(f). (for g) For the avoidance of doubt, it any Notice of Redemption delivered to Holders in accordance with this Section 3.15 shall not impair the right of such Holders to convert the Notes prior to the applicable Redemption Date subject to the following: (i) From time to time prior to the Redemption Date, a Holder may notify to the Company in writing: (A) the Principal Amount of the Notes that such Holder may wish to convert into shares of Common Stock on a Trading Day, not later than five (5) Trading Days thencefrom, the date of which will be notified to the Company thereafter; and (B) prior to the Close of Business on the Business Day immediately preceding the Trading Day on which a conversion is to occur (each such Trading Day, an “Alternate Conversion Date”), the Principal Amount of the Notes that the Holder will surrender for conversion into shares of Common Stock on such Alternate Conversion Date. (ii) Upon receipt of such second notification, the Company will be required, on the designated Alternate Conversion Date, to convert the Principal Amount of Notes specified therein into shares of Common Stock at the Applicable Conversion Price; provided, however, that in no event will the Company be required to convert into shares of Common Stock more than the Principal Amount of Notes specified in the notice provided pursuant to clause (g)(i)(A) above (such notice, a “Notice of Intent”); and provided, further, that any Alternate Conversion Date designated in a notice provided pursuant to clause (g)(i)(B) above must not fall beyond the five (5) Trading Days set forth in the corresponding Notice of Intent or past the Redemption Date. (h) Each Holder whose Notes are converted into shares of Common Stock pursuant to Section 3.15(g) will receive on each Alternate Conversion Date a payment (the “Alternate Conversion Make-Whole Payment”) for the Notes being understood that payments converted. The Alternate Conversion Make-Whole Payment will be an amount equal to 14% of regularlythe Principal Amount of the Notes converted into shares of Common Stock on the Alternate Conversion Date on which such payment is due. The Company may settle the Alternate Conversion Make-scheduled Whole Payment in cash interest or in respect shares of Junior Debt shall be permittedCommon Stock, at the Company's election, subject to the limitations described in Section 7.01(e) and Section 7.01(f); provided, however, that if by the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem or defease Close of Business on the fourth Trading Day prior to an Alternate Conversion Date the Company has not notified its scheduled maturity election to the Holder in writing, the Alternate Conversion Make-Whole Payment must be settled in cash; and provided, further, that the Company may only pay the Alternate Conversion Make-Whole Payment in shares of Common Stock if the Last Reported Sale Price on the Trading Day prior to the Alternate Conversion Date was higher than the Applicable Conversion Price as of such date. If the Alternate Conversion Make-Whole Payment is to be settled in shares of Common Stock, the Common Stock shall be valued for such purpose at the then Applicable Conversion Price, and any Junior Debt such Common Stock must be freely tradeable by the Holder thereof without restrictions under Rule 144. (i) Conversions pursuant to Section 3.15(g) are subject to the limitations set forth in exchange for or with Sections 7.01(e) and (f). To the proceeds extent that such limitations apply, the number of any Permitted Refinancing Debt or other Specified Additional Debt), shares of Common Stock issuable upon conversion (ii) by converting or exchanging any Junior Debt to Equity Interests (other than Disqualified Capital Stock) or Qualified Preferred Stock and the associated Principal Amount of the Borrower or with the Net Cash Proceeds from any such Equity Interests (other than Disqualified Capital StockNotes being converted) or Qualified Preferred Stock and in settlement of the Borrower, (iii) such Debt is intercompany Debt permitted hereunder, Alternate Conversion Make-Whole Payment shall be reduced proportionately so that the total number of shares issuable upon and (iv) so long as, immediately after giving effect thereto, (A) on a pro forma basis, no Borrowing Base deficiency exists and no Default or Event of Default shall have occurred and be continuing, (B) Liquidity is at least 15% of the Borrowing Base and (C) on a pro forma basis the Borrower shall have a Leverage Ratio no greater than 2.50:1.00; provided further that (without limitation of the foregoing clauses (a)(i)-(iv)) the Borrower may prepay, repurchase, redeem or defease any of its 2023 Senior Notes, 2024 Senior Notes, 2025 Senior Notes, 2025 Second Lien Notes or 2026 Senior Notes through one or more open market purchases (each a “Permitted Purchase” and, collectively, the “Permitted Purchases”) for an aggregate cash purchase price for all such Permitted Purchases not to exceed $100,000,000 so long as, immediately after giving effect to such conversion and in settlement of the Alternate Conversion Make-Whole Payment in shares of Common Stock shall not exceed such limitations. If the Company elects to pay the Alternate Conversion Make-Whole Payment in shares of Common Stock, the Company will deliver to each such Permitted Purchase, Holder of converted Notes a number of shares of Common Stock at settlement equal to (i) Liquidity is at least $500,000,000 the amount of the Alternate Conversion Make-Whole Payment owed to such Holder and being paid in shares of Common Stock divided by (ii) the aggregate amount Applicable Conversion Price as of all the Alternate Conversion Date on which payment is due. Delivery of such Permitted Purchases does not exceed shares of Common Stock shall be made in the amount same manner as the delivery of Free Cash Flow for shares in settlement of the period beginning April 1conversion obligation under Article 7. If the Company elects or is required to pay the Alternate Conversion Make-Whole Payment in cash, 2021 and ending the Company shall, prior to 11:00 a.m. local time in The City of New York, on the date relevant Alternate Conversion Date, deposit with the Paying Agent immediately available funds sufficient to pay such Permitted Purchase Alternate Conversion Make-Whole Payment, and (unless such Paying Agent is madethe Trustee) the Company will promptly notify the Trustee of any failure to take such action.