Common use of Early Redemption Clause in Contracts

Early Redemption. (i) At the request of Parent (and in consultation with the Company) at any time following the satisfaction of the conditions precedent set forth in Section 6.1(a) and Section 6.1(b), the Company shall, with respect to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. (a) The Company may redeem the Notes, subject to compliance with any regulatory rules on notification to, or consent from (in each case, if and to the extent applicable), the Financial Services Authority, and to continued compliance with any applicable capital resources requirements from time to time, or applicable overall financial adequacy rules required by the Financial Services Authority (as such requirements or rules are in force from time to time), in whole or in part with respect to redemption pursuant to clause (i) At the request of Parent (below and in consultation whole (but not in part) with respect to redemption pursuant to clause (ii) or (iii) below, in each case upon not less than 30 nor more than 60 days’ written notice, for an amount in cash equal to the CompanyRedemption Price: (i) on any Interest Payment Date falling on or after December 1, 2016; (ii) at any time following the satisfaction occurrence of a Tax Event, provided that such event is still continuing at the time of the conditions precedent set forth in Section 6.1(agiving of the notice of redemption; and (iii) at any time from and Section 6.1(b)including the date of the occurrence of a Capital Disqualification Event to and including the date which is the first anniversary of such Capital Disqualification Event, provided that such event is still continuing at the time of the giving of the notice of redemption, provided that the Company shall, shall not redeem the Notes unless (i) the Solvency Condition is satisfied with respect to any outstanding series such payment and (ii) no Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur as a result of Exchangeable Debentures the redemption and payment of the Exchangeable Debentures Indenture relating thereto:Notes on such Redemption Date. (1b) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for For the avoidance of doubt, any such repurchase early redemption of the Notes under this Section 2.12 shall not result be in accordance with, and subject to, the provisions of Articles 11.01 to 11.07 of the Original Indenture; provided, that for purposes of the Notes, Section 11.05 shall be amended by deleting the words “, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on,” and Section 11.06 shall be amended by deleting the words “and accrued interest” in the pro forma Equity Interests (as defined first sentence thereof and by deleting the words “, together with accrued interest to the Redemption Date” in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations second sentence thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. (i) At the request of Parent (and in consultation with the Company) at any time following the satisfaction Any of the conditions precedent set forth in Section 6.1(a) and Section 6.1(b), the Company shall, with respect to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent following events shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, considered early maturity events for the avoidance of doubtDebentures in this Issue, any such repurchase shall not result subject to the provision in the pro forma Equity Interests (as defined items 7.2 and 7.3 below, resulting in the Stockholders and Letter Agreement Amendment) immediate liability for payment, by Issuer, of the shares unit par value of Parent Common Stock then owned by each debenture, in addition to the Company being less than 25.25% after giving effect to such repurchase of shares Remuneration, calculated on a pro rata temporis basis from the Company)) and/or availability under any Parent Loan Facility (as Date of Issue or the last date the notice of redemption is delivered) sufficient in the reasonable judgment payment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures IndentureRemuneration, as applicable, up to the effective date of payment: (a) any request for preventive debt rehabilitation proceedings filed by Issuer and/or by its direct or indirect parent companies or any similar judicial or extrajudicial proceedings which are created by law; (b) liquidation, dissolution or adjudication of bankruptcy of Issuer and/or its direct or indirect parent companies and controlled companies; (c) Issuer and/or its direct or indirect parent companies and controlled companies filing for bankruptcy, when is not suppressed within the legal period; (d) failure to make payment of the Remuneration due on the thirtieth (30th) day (Debentures on the respective maturity dates, or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice failure to make payment of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as other financial obligations set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) this Deed of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; andIssue; (2e) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements direct or indirect disposal of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at ParentIssuer’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a)shareholder control, except in the event such lossesof disposal of shareholdings between the current Issuer’s parent companies; (f) Issuer’s failure to comply with any and all non-financial obligation arising from this Deed of Issue, claims, damages, liabilities not remedied within a period of thirty (30) days from receipt of written notice from Trustee; (g) reduction in Issuer’s capital stock and/or changes to Issuer’s articles of Association granting Issuer’s shareholders the right to make withdrawals in amounts that may directly or expenses arise indirectly affect compliance with Issuer’s obligations as set forth herein; (h) legitimate protest of securities against Issuer whose unit value or total value exceeds fifteen million reais (R$ 15,000,000.00) except when the protest has been carried out of (i) gross negligence, willful misconduct, fraud in error or bad faith by third parties, subject to valid proof being presented by Issuer, as applicable, or if cancelled, under any circumstances, within a maximum period of three (03) days from the Company or event; (i) non-payment of any of its Subsidiaries or their respective RepresentativesIssuer’s debts, in each casea unit or aggregate amount equal to or greater than twenty-five million reais (R$25 million), as determined a result of breach of contract which may in any way hinder compliance with Issuer’s financial obligations arising from the Issue, except when proven by a court of competent jurisdiction in a final and non-appealable judgment Issuer that said breach did not occur or (ii) a material breach has been remedied by Issuer by the Company business day immediately following the date of this Agreement or the applicable Exchangeable Debentures Indenture.event; (vj) The Company shall apply all LBC Available Liquidity (including payment by borrowing revolving loans under Issuer of dividends and/or interest on net equity, except dividends which are mandatory by law and interest on net equity attached to mandatory dividends, if in arrears with any of the Company Margin Facility) to the extent necessary to consummate the transactions contemplated financial obligations set forth in this Section 5.22(a)(i)(1)Deed of Issue.

Early Redemption. (i) At the request of Parent (and in consultation with the Company) at any time following the satisfaction of the conditions precedent set forth in Notwithstanding Section 6.1(a) and Section 6.1(b)6.1 above, the Company shall, with respect to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable Old Investors can also require the Company to satisfy its obligations contemplated redeem, and the Company is obliged to redeem, their C-Shares during 2018 at the redemption price per Share equaling to their original subscription price (as adjusted by 10:1 split) added with 8% annual non-cumulative interest provided that the Company has enough distributable assets and cash to redeem those Shares at the above price. If both of the Old Investors wish to use this clause early redemption right, but the Company's distributable assets or cash situation do not allow it, the redemption shall take place between the Old Investors in proportion to their original investment in the Company. To the extent the Old Investors do not wish to use this early redemption right, or to the extent the Company is not able to execute it in full due to the lack of distributable assets or cash, the remaining C-shares of the Old Investors (1) (provided thatbut, for the avoidance of doubt, any such repurchase not those C-Shares of the Old Investors which have been redeemed under this Section 6.2.) shall not result be subject to the normal redemption provision in Section 6.1 above and the liquidation preference provisions under Section 5.2 above. 7 Governance of the Company 1. Decision making will happen in the pro forma Equity Interests (as defined in shareholders' meeting and the Stockholders and Letter Agreement Amendment) meeting of the shares Board of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) Directors in accordance with such Exchangeable Debentures Indenture to the Companies Act, the provisions of this Agreement and the applicable series Article of Exchangeable Debentures pursuant Association of the Company. 2. The Board of Directors shall consist of 1 to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed 7 members appointed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock Shareholders in accordance with the Stockholders Finnish Companies Act. 3. The Board of Directors will appoint a Chief Executive Officer. Division of work between the CEO and Letter Agreement Amendment the Board of Directors is outlined in the Companies Act. 4. In addition to any other approval required under the Finnish Companies’ Act and the Company’s Articles of Association, the Company shall not, without the written consent of the Shareholders holding a majority of the C-Shares as long as the C-Shares have still entitlement to consideration under Section 5.2 of this Agreement: (provided thati) liquidate, for dissolve or wind up the avoidance business and affairs of doubtthe Company, or consent to any of the foregoing; (ii) amend, alter, or repeal any provision of the Articles of Association; (iii) create or authorize the creation of or issue or obligate itself to issue shares of, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to the Company under a Parent Loan Facility C-Shares; (iv) reclassify, alter or amend any existing obligation that is junior to or on parity with the C-Shares, if such reclassification, alteration or amendment would render such other obligation senior to or on parity with the C-Shares; (v) purchase or redeem or pay any dividend on any capital stock, other than C-Shares and D-Shares in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) this Agreement and stock repurchased from former employees or consultants in connection with the cessation of their employment/services, at the lower of fair market value or cost; (vi) create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; (vii) merge or consolidate with another corporation in which the holders of the Company’s voting equity securities immediately prior to the transactions set forth own 50% or less of the voting securities of the surviving corporation; (viii) sell, license, encumber or dispose of all or substantially all of the Company’s assets, technology or intellectual property; or (ix) increase or decrease the size of the Board of Directors. 5. The Parties agree not to demand the payment of a minimum dividend, as provided in the foregoing clause Companies Act. 6. The salaries and possible profit-based bonuses (1)if any) payable to the employees (or the CEO) shall not exceed what is customary in other companies operating in the same field of business in the same geographic location(s) as the Company. When evaluating the market level of profit-based bonuses, use reasonable best efforts only regular bonuses (and not exit-bonuses or other bonuses related to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments similar special situations) shall be considered. Should the Purpose Foundation consider that the Company is in breach of this principle, the Purpose Foundation shall use its reasonable best efforts be entitled to deliver appoint an outside expert to Parent evaluate the situation. Such an expert must be familiar with the compensation levels of the companies operating in the same field of business in the same geographic location(s) as soon as practicable on the Company. Should such an expert consider that the salaries or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At possible profit-based bonuses exceed the request of Parent (but only at such request)market levels, the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance agrees to amend such compensation levels without delay to correspond with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required above market levels as advised by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date)above expert. (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. 10.1 If the Issuer intends (iother than consequent upon an Event of Default) At the request of Parent (and in consultation with the Company) at to redeem all or any time following the satisfaction of the conditions precedent set forth in Section 6.1(a) and Section 6.1(b), Instruments prior to their stated maturity date it shall not less than 15 days prior to the Company shall, with respect to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, latest date for the avoidance publication of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company required to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver be given to the trustee and holders a of any Instruments, give notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely intention to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (Fiscal Agent or, in the event case of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary Coupons) to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date itself for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility payment in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance conditions of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case relevant Instruments and shall pay such moneys in accordance with the terms directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, redemption moneys is improperly withheld or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debtrefused, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing DatePaying Agent concerned or, as the case may be be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (it being understood and agreed that together with any such redemptionCoupons) by uninsured post to, prepaymentand at the risk of, termination and/or release shall be contingent upon the occurrence holder of the Closing and no actions relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall be required which would obligate promptly notify the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence Fiscal Agent of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations principal amount of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, the Instruments in respect of which such Company Debt, which documents option has been exercised with it together with their serial numbers and instruments the Fiscal Agent shall be delivered to Parent on or prior promptly notify such details to the Closing Date (it being understood and agreed that Issuer. 10.4 At the Company shall use reasonable best efforts to deliver drafts end of any applicable period for the exercise of such documents and instruments to Parent no option or, as the case may be, not later than five (5) Business Days prior 7 days after the latest date for the exercise of such option in relation to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representativesparticular date, in each caserelation to Registered Instruments, as determined by a court the Registrar shall promptly notify the Issuer of competent jurisdiction the principal amount of the Instruments in a final and non-appealable judgment or (ii) a material breach by the Company respect of this Agreement or the applicable Exchangeable Debentures Indenturewhich such option has been exercised together with their serial numbers. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. (a) Redemption at the option of the Issuer In the event that: (i) At the request Issuer determines in good faith that the performance of Parent its obligations under the Floreat Aviation Notes Series A has or will become unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative, legislative or judicial authority or power, or in the interpretation thereof; and/or (and in consultation with ii) a Force Majeure Event has occurred; and/or (iii) a Tax Event has occurred; and/or (iv) the Company) at any time following the satisfaction obligations of the conditions precedent set forth Issuer arising under, or in Section 6.1(a) and Section 6.1(b)connection with, the Company shallFloreat Aviation Notes Series A become, in the opinion and at the discretion of the Issuer, unreasonably burdensome; and/or (v) the Issuer would be required to increase its commitments in respect of the Guernsey Company, the Irish SPV and/or the DelCo; and/or (vi) following a change in applicable law or regulation, the costs for the Issuer arising under, or in connection with, the Floreat Aviation Notes Series A are higher than the costs that the Issuer reasonably expected to incur at the time of the issue of the Floreat Aviation Notes Series A; and/or (vii) in connection with any Lease Agreement and any Asset, an Event of Loss or a Total Loss or a Casualty Occurrence, as the case may be, (each as defined in the relevant Lease Agreement) occurs; and/or (viii) in connection with any Lease Agreement and any Asset, any early termination option event occurs. the Issuer may at its option issue a notice (the Issuer Notice) to the Noteholders in accordance with Condition 14 by which it informs the Noteholders with respect to any outstanding series the early redemption of Exchangeable Debentures the Outstanding Floreat Aviation Notes Series A (in whole or, in connection with the events listed in (vii) and the Exchangeable Debentures Indenture relating thereto: (1viii) (xonly, in part, as further described below) as promptly as practicable (and in any event within specifying a date which cannot be less than ten (10) Business Days thereafter), unless after the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) issue of the shares Issuer Notice nor later than thirty (30) Business Days thereafter (each such date being an Early Termination Date). In case of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as redemption of the date Floreat Aviation Notes Series A in full, the notice of redemption is delivered) sufficient in Issuer shall redeem the reasonable judgment of Floreat Aviation Notes Series A on the Company to meet Early Redemption Date by paying the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver Early Redemption Amount to the trustee and holders a notice of redemption Noteholders (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided thatPriority of Payments) on such Early Redemption Date in accordance with Condition 7. In such a case, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) obligations of the shares Issuer under these Conditions shall be fully discharged and the Noteholders shall have no further claim or recourse against the Issuer. In the event of Parent Common Stock then owned by a partial early redemption triggered pursuant to one of the Company being less than 25.25% after giving effect to such repurchase of shares from the Companyevents set out in items (vii) and/or (yviii) make loans above, the Issuer may early redeem the Floreat Aviation Notes Series A only in part in the Relevant Proportion by paying the Early Redemption Amount to the Company under a Parent Loan Facility Noteholders (in accordance with the terms thereofPriority of Payments) on such Early Redemption Date in accordance with Condition 7 below. In case where, following such redemption, no Floreat Aviation Notes Series A remain outstanding, the obligations of the Issuer under these Conditions shall be fully discharged and the Noteholders shall have no further claim or recourse against the Issuer. (b) Compulsory early redemption by the Issuer (i) In the event that a Lease Expiry Date occurs in each respect of one or more Lease Agreement(s), the Issuer shall issue, at the latest ten (10) Business Days after the occurrence of the relevant Lease Expiry Date, an Issuer Notice to the Noteholders in accordance with Condition 14 by which it informs the Noteholders with respect to the partial early redemption of the Floreat Aviation Notes Series A and specifying the applicable Early Termination Date (which shall be determined as per Condition 6.2(a) above). The Issuer shall redeem Floreat Aviation Notes Series A in the Relevant Proportion on the Early Redemption Date by paying the Early Redemption Amount to the Noteholders (in accordance with the Priority of Payments) on such Early Redemption Date in accordance with Condition 7. In case prior where, following the redemption, no Floreat Aviation Notes Series A remain outstanding, the obligations of the Issuer under these Conditions shall be fully discharged and the Noteholders shall have no further claim or recourse against the Issuer. (ii) In the event that one or more Assets (excluding the MSN 904 Asset) are not delivered within four weeks after the Scheduled Final Delivery Date, the Issuer shall issue, at the latest twenty five (25) Business Days after the occurrence of the Scheduled Final Delivery Date, an Issuer Notice to such settlement date the Noteholders in accordance with Condition 14 by which it informs the Noteholders with respect to the full or partial (as the case may be) early redemption of the Floreat Aviation Notes Series A and specifying the applicable Early Termination Date (which shall be determined as per Condition 6.2(a) above). The Issuer shall redeem Floreat Aviation Notes Series A by paying an amount equal to the Exchangeable Shortfall Amount; and Non Issued Amount minus the Payable Costs to the Noteholders (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms Priority of Payments) on such Company Debt and within the time periods requested by Parent Early Redemption Date in accordance with such Company DebtCondition 7. In case where, following the redemption, no Floreat Aviation Notes Series A remain outstanding, the obligations of the Issuer under these Conditions shall be fully discharged and deliver all other notices the Noteholders shall have no further claim or recourse against the Issuer. (c) Provisions relating to partial redemption of the Floreat Aviation Notes Series A In the case of a partial redemption of the Outstanding Floreat Aviation Notes Series A, the Outstanding Floreat Aviation Notes Series A to be redeemed (the Redeemed Floreat Aviation Notes Series A) will be redeemed pro rata and take all other actions required will (i) in the case of Redeemed Floreat Aviation Notes Series A represented by the terms Global Note, be partially redeemed in accordance with the rules of such Company Debt, or reasonably requested by Parent, Clearstream and/or Euroclear (to facilitate be reflected in the redemption or prepayment records of all amounts outstanding Clearstream and Euroclear as a reduction in respect of (and the termination ofnominal amount) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment not more than 30 days prior to the occurrence date fixed for redemption and (ii) in the case the Redeemed Floreat Aviation Notes Series A are represented by definitive Floreat Aviation Notes Series A, be selected individually by lot, in such place and in such manner as the Paying Agent may decide not more than 30 days before the date fixed for redemption. Notice of any such selection or reduction will be given not less than 10 days before the date fixed for redemption. Each notice will specify the date fixed for redemption and the aggregate principal amount of the ClosingOutstanding Floreat Aviation Notes Series A to be redeemed, the serial numbers of the Outstanding Floreat Aviation Notes Series A called for redemption (in the case of definitive Floreat Aviation Notes Series A), the serial numbers of Outstanding Floreat Aviation Notes Series A previously called for redemption and not presented for payment (in the case of definitive Floreat Aviation Notes Series A) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations the aggregate principal amount of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, Floreat Aviation Notes Series A which documents and instruments shall will be delivered to Parent on or prior to outstanding after the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date)partial redemption. (iiid) No redemption at the option of the Noteholders The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to Floreat Aviation Notes Series A may not be redeemed early at the comments option of Parent or its counsel with respect theretothe Noteholders. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. Upon the occurrence of a Redemption Event, a Holder may, at its option exercised by delivery of written notice to the Company within thirty (i30) At days of written notification from the request Company of Parent such Redemption Event (a “Redemption Notice”), elect to terminate its Warrant Certificate (in whole and not in consultation with part) and demand a redemption of the Company) at then unexercised portion of such Holder’s Warrants (an “Early Redemption”). Upon any time following such Holder’s election to cause an Early Redemption the Company shall be obligated to pay to such Holder, in full satisfaction of the conditions precedent set forth Company’s obligations hereunder, such Holder’s pro rata share of the Redemption Amount (determined on the basis of such Holder’s pro rata share of all Warrants originally issued hereunder); provided that, to the extent such Holder has timely exercised any of its Warrants in Section 6.1(apart (and not in whole) and Section 6.1(b)prior to its exercise of its Early Redemption election, the Company shallRedemption Amount payable to such Holder shall be prorated to reflect the proportionate share of such Holder’s Warrants that remain unexercised. The Redemption Amount shall be payable in cash, with respect by wire transfer of immediately available funds to any outstanding series the account of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) as promptly as practicable (and in any event Holder electing such Early Redemption, within ten (10) Business Days thereafter), unless following the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares date of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) delivery of the shares of Parent Common Stock then owned Redemption Notice by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to Holder. To the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption Redemption Amount is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed not paid in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfallwhen due, the “Exchangeable Shortfall Amount”) (as set forth unpaid portion thereof shall accrue interest at a rate of 11.75% per annum until paid in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlementfull. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. In addition to redemption pursuant to Sections 6.1 and 6.2 above: (a) The Board may require the redemption by the Company of all or any portion of a Member Interest if failure to redeem such Member Interests would result in the violation of any Law applicable to the Company or the Servicer or would otherwise subject the Company, JYHT, the Servicer or any of their respective Affiliates to restrictions that would make it impossible or uneconomic for the Company to operate as provided in this Agreement; (b) In the event R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ serves as the CEO of neither JHYT nor, as long as JGI manages or controls the Series A Members and Series B Members, JGI, the Series C Member shall have the right to direct the Company to redeem all, but not less than all, of its Member Interests. (c) In the event the Services Agreement is terminated or the rights of Jefco or any Affiliate thereof under the Services Agreement are assigned to an unaffiliated third party, the Series C Members shall have the right to direct the Company to redeem all, but not less than all, of their Member Interests. (d) In the event Leucadia determines there has occurred a Change of Law affecting Leucadia, then Leucadia (i) At shall so notify the request of Parent Company and (ii) may also require the Company to redeem all Series C Interests to the extent the Net Asset Value thereof exceeds $150 million (the “Unredeemed Amount”); provided that any notice requiring such redemption shall be given in writing (a “Reduction Notice”) and in consultation with shall, at the Company) at any time following the satisfaction ’s request, be accompanied by written advice of the conditions precedent set forth counsel to Leucadia as to such Change of Law. The Company will use its commercially reasonable efforts to redeem such Member Interests in Section 6.1(a) and Section 6.1(b), the Company shall, with respect to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating thereto: (1) (x) cash as promptly as reasonably practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions set forth in the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date first anniversary of receipt of the Reduction Notice (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Dateextent that cash is not available at the end of this twelve month maximum redemption period, the redemption shall be completed by an in kind distribution); provided that a determination not to incur indebtedness for the purpose of facilitating any such redemption shall not be deemed to be unreasonable. Upon payment to the Series C Member of redemption proceeds as provided under Section 6.5, the Series C Interests having a then value equal to the Unredeemed Amount shall be converted into Series D Interests (a “Conversion”, and such Member Interests shall be referred to thereafter as “New Series D Interests”). (iiie) The Company To the extent the Series B Interests are redeemed under this Article VI, the holders of Series C Interests shall provide Parent and its counsel reasonable opportunity have the right to review and comment on all such documents described in Section 5.22(a)(i) and (ii)require redemption of a like amount of their Member Interests, and shall respond in good faith to the comments extent the Series C Interests are redeemed under this Article VI, the holders of Parent or its counsel with respect theretothe Series B Interests shall have the right to require redemption of a like amount of their Member Interests. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (vf) The Company CEO shall apply all LBC Available Liquidity (including by borrowing revolving loans under have the Company Margin Facility) right to require redemption of the extent necessary to consummate Series D Interests and the transactions contemplated in this Section 5.22(a)(i)(1)Series E Interests at any time.

Early Redemption. For the purposes of paragraph (b) above or General Note Condition 9, each Note will be redeemed at an amount (the “Early Redemption Amount”) calculated as follows, together, if appropriate, with interest accrued to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable prior to the Maturity Date: (i) At in the request case of Parent a Note (and other than a Zero Coupon Note, an Index Linked Redemption Note, a Share Linked Redemption Note, an Inflation Linked Redemption Note, a Commodity Linked Redemption Note, an FX Linked Redemption Note, a Hybrid Note, or a Note Linked to other Underlying Asset(s)) with a Final Redemption Amount equal to its nominal amount, at the Final Redemption Amount thereof; (ii) in consultation with the Companycase of a Note (other than those described in paragraph (i) at any time following the satisfaction of the conditions precedent set forth in Section 6.1(a) and Section 6.1(babove), the Company shallEarly Redemption Amount payable shall be the amount determined in good faith and in a commercially reasonable manner by the Calculation Agent to be the fair market value of the Notes immediately prior to (and ignoring the circumstances leading to) such early redemption, adjusted to account fully for any reasonable expenses and costs of the Issuer and/or its Affiliates of unwinding any underlying and/or related hedging and funding arrangements (including, without limitation, any equity options, equity swaps or other securities of any type whatsoever hedging the Issuer’s obligations under the Notes), unless otherwise specified in the applicable Final Terms; or (iii) in the case of a Zero Coupon Note, which is not an Index Linked Redemption Note, a Share Linked Redemption Note, a Commodity Linked Redemption Note, an Inflation Linked Redemption Note, an FX Linked Redemption Note, a Hybrid Note, or a Note Linked to other Underlying Asset(s), at an amount (the “Amortized Face Amount”) equal to: (A) (1) the sum of the Reference Price specified in the applicable Final Terms; and (2) the product of the Accrual Yield specified in the applicable Final Terms (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable; or (B) if the amount payable with respect to any outstanding series Zero Coupon Note upon redemption pursuant to Condition 6(b), (c), (d), or (e) above or upon its becoming due and repayable as provided in General Note Condition 10 is not paid or available for payment when due, the amount due and repayable with respect to such Zero Coupon Note shall be the Amortized Face Amount of Exchangeable Debentures such Zero Coupon Note calculated as provided above as though the references in subparagraph (A) to the date fixed for redemption or the date upon which the Zero Coupon Note becomes due and repayable were replaced by references to the Exchangeable Debentures Indenture relating theretodate (the “Reference Date”) which is the earlier of: (1) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to on which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, amounts due with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to Note have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amountbeen paid; andor (2) the date on which the full amount of the monies repayable has been received by the Agent and notice to that effect has been given in connection accordance with General Note Condition 13. The calculation of the transactions set forth Amortized Face Amount in accordance with this sub-paragraph (B) will continue to be made, before, as well as, after judgment, until the foregoing clause (1)Reference Date, use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments unless the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable Reference Date falls on or after (the Maturity Date, in which case the amount due and repayable shall be the principal amount of such Note together with interest at a rate per annum equal to the Accrual Yield. Where such calculation is to be made for a period of less than a full year, it shall be made on the basis of a 360-day year consisting of 12 months of 30 calendar days each and, in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request case of Parent (but only at such request)an incomplete month, the Company shall (actual number of days elapsed in such incomplete month or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance of the Closing Date provided they are contingent upon the occurrence of the Closing), such other calculation basis as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except specified in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures IndentureFinal Terms. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. The Face-Amount Certificate may be redeemed prior to its stated maturity as follows: (a) Following the occurence of an Amortization Event, the Funding Agent, on behalf of the Certificateholders, may, by written notice to the Issuer, declare the Amortization Period to begin; PROVIDED, HOWEVER, that in the case of any event described in clauses (viii), (ix) and (x) of the definition of "Amortization Event", then, automatically upon the occurrence of such event without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Issuer, anything contained herein or in the Face-Amount Certificate to the contrary notwithstanding, the Invested Amount and any other amounts payable hereunder shall be immediately due and payable and an Amortization Event shall be deemed to have occured automatically and the Amortization Period shall begin. During the Amortization Period, (i) At if no Liquidation Event has occurred, the Pledged Collateral shall be liquidated in an orderly manner designed to maximize the value of the Portfolio during the Amortization Period upon the request of Parent the Funding Agent (and in consultation with the CompanyPortfolio Manager) at any time following and (ii) all Cashflow shall be paid to the satisfaction Funding Agent on each Settlement Date, or each Business Day, if the Funding Agent so elects, to reduce the Invested Amount in accordance with the payment priorities set forth in the Investment Management Agreement until such Invested Amount and the other obligations hereunder are reduced to zero. No Installment Purchases shall be made during the Amortization Period. Upon the occurrence of a Liquidation Event, the Funding Agent, for the benefit of the conditions precedent Certificateholders, shall have (i) all of the rights and remedies afforded to the Funding Agent under the Pledge Agreement, as well as all of the rights and remedies of a secured creditor under applicable law (including the rights and remedies set forth in Section 6.1(a4 of the Pledge Agreement) and Section 6.1(b)(ii) may, at the Company shalldirection of the Certificateholders, with respect to any outstanding series of Exchangeable Debentures and replace the Exchangeable Debentures Indenture relating thereto:Portfolio Manager. (1b) (x) as promptly as practicable (and in any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) The Issuer may redeem part or all of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company)) and/or availability under Face-Amount Certificate at any Parent Loan Facility (as of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called time for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemption, if the Company reasonably determines as of five (5) business days prior to the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and Redemption Price upon two (2) in connection with Business Days' prior written notice to the transactions set forth in Funding Agent stating the foregoing clause (1), use reasonable best efforts to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlement. (ii) At the request of Parent (but only at such request), the Company shall (or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance portion of the Closing Date provided they are contingent upon Invested Amount to be redeemed (the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date"PARTIAL AMORTIZATION NOTICE"). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of (i) gross negligence, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) to the extent necessary to consummate the transactions contemplated in this Section 5.22(a)(i)(1).

Early Redemption. (i) At the request of Parent (and in consultation with the Company) at any time following the satisfaction of the conditions precedent set forth in Section 6.1(a) and Section 6.1(b), the Company shall, with respect The Certificate may be redeemed prior to any outstanding series of Exchangeable Debentures and the Exchangeable Debentures Indenture relating theretoits stated maturity as follows: (1a) (x) as promptly as practicable (and Following the occurrence of an Amortization Event, the Agent on behalf of the Certificateholders may, by written notice to the Issuer, declare the Amortization Period to begin, PROVIDED, HOWEVER, that in the case of any event within ten (10) Business Days thereafter), unless the Company reasonably determines that it does not have aggregate LBC Available Liquidity (it being understood and agreed that Parent shall be entitled to repurchase additional shares of Parent Common Stock to enable the Company to satisfy its obligations contemplated by this described in clause (1) (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendmentviii) of the shares definition of Parent Common Stock then owned "Amortization Event" herein, then, automatically upon the occurrence of such event without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company being less than 25.25% after giving effect Issuer, anything contained herein or in the Certificate to such repurchase of shares from the Company)) and/or availability under contrary notwithstanding, the Invested Amount and any Parent Loan Facility (as other amounts payable hereunder shall be immediately due and payable and an Amortization Event shall be deemed to have occurred automatically and the Amortization Period shall begin. All Cashflow received during the Amortization Period shall be paid to the Agent for the benefit of the date the notice of redemption is delivered) sufficient in the reasonable judgment of the Company to meet the applicable redemption Certificateholders on each Settlement Date, or reasonably expected exchange obligation under the applicable Exchangeable Debenture Indenture (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), execute and deliver to the trustee and holders a notice of redemption (in form and substance reasonably satisfactory to Parent) in accordance with such Exchangeable Debentures Indenture and the applicable series of Exchangeable Debentures pursuant to which such Exchangeable Debentures are irrevocably called for redemption pursuant to Section 11.12(a) (or, solely to the extent permitted by such Exchangeable Debentures Indenture at such time, Section 11.16(a)) of such Exchangeable Debentures Indenture, as applicable, on the thirtieth (30th) day (or such later date permitted by such Exchangeable Debentures Indenture as may be agreed by the Parent and the Company) after the date such notice of redemption is delivered and (y) take all actions necessary to cause such Exchangeable Debentures to be redeemed in full in cash on such redemption date (or, in the event any such Exchangeable Debentures are exchanged following delivery of such notice of redemption, take all actions necessary to settle any exchange obligation (including any premium) in respect of such Exchangeable Debentures in full in cash in accordance with such Exchangeable Debentures Indenture and such Exchangeable Debentures); provided that, with respect to any Exchangeable Debentures that are exchanged following delivery of such notice of redemptioneach Business Day, if the Company reasonably determines as of five (5) business days prior Agent so elects, to reduce the settlement date for such exchange that it does not reasonably expect to have sufficient LBC Available Liquidity and/or availability under any Parent Loan Facility to satisfy such exchange obligation in cash on such settlement date (the amount of such shortfall, the “Exchangeable Shortfall Amount”) (as set forth in an officer’s certificate delivered to Parent with reasonably detailed calculations thereof), Parent (or its applicable Subsidiary) shall, at Parent’s election, subject to Section 3(a)(vii) of the Stockholders and Letter Agreement Amendment, (x) repurchase additional shares of Parent Common Stock Invested Amount in accordance with the Stockholders and Letter Agreement Amendment (provided that, for the avoidance of doubt, any such repurchase shall not result in the pro forma Equity Interests (as defined in the Stockholders and Letter Agreement Amendment) of the shares of Parent Common Stock then owned by the Company being less than 25.25% after giving effect to such repurchase of shares from the Company) and/or (y) make loans to the Company under a Parent Loan Facility in accordance with the terms thereof, in each case prior to such settlement date in an amount equal to the Exchangeable Shortfall Amount; and (2) in connection with the transactions payment priorities set forth in the foregoing clause (1), use reasonable best efforts Investment Management Agreement until such Invested Amount and the other obligations hereunder are reduced to arrange for customary instruments and acknowledgements of discharge of such Exchangeable Debentures Indenture and such Exchangeable Debentures, in each case in respect of such Exchangeable Debentures, which documents and instruments zero. No Installment Purchases shall be made during the Company shall use its reasonable best efforts to deliver to Parent as soon as practicable on or after (and in any case, no later than five (5) Business Days after) such redemption or settlementAmortization Period. (iib) At the request of Parent (but only at such request), the Company shall (The Issuer may redeem part or shall cause its applicable Subsidiary to) (A) execute and deliver notices of redemption, prepayment and/or termination (which, at Parent’s request, shall be delivered in advance all of the Closing Date provided they are contingent Certificate at any time upon prior written notice to the Agent stating the portion of the Invested Amount to be redeemed (the "Partial Amortization Notice") following the occurrence of the Closing), as applicable, in respect of any Company Debt specified by Parent, in each case in accordance with the terms of such Company Debt and within the time periods requested by Parent in accordance with such Company Debt, and deliver all other notices and take all other actions required by the terms of such Company Debt, or reasonably requested by Parent, to facilitate the redemption or prepayment of all amounts outstanding in respect of (and the termination of) such Company Debt, the release of any guarantees in connection therewith, and the release of any Encumbrances securing such obligations, on or following the Closing Date, as the case may be (it being understood and agreed that any such redemption, prepayment, termination and/or release shall be contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such redemption or prepayment prior to the occurrence of the Closing) and (B) use its reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, as applicable, in respect of such Company Debt, which documents and instruments shall be delivered to Parent on or prior to the Closing Date (it being understood and agreed that the Company shall use reasonable best efforts to deliver drafts of such documents and instruments to Parent no later than five (5) Business Days prior to the Closing Date). (iii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on all such documents described in Section 5.22(a)(i) and (ii), and shall respond in good faith to the comments of Parent or its counsel with respect thereto. (iv) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities and expenses, including the reasonable and documented fees, charges and disbursements of counsel, incurred by them in connection with, or as a result of, any actions taken pursuant to this Section 5.22(a), except in the event such losses, claims, damages, liabilities or expenses arise out of either (i) gross negligenceISC's failure to remarket the Asset-Backed CP in whole or in part to fund its interest in the Invested Amount, willful misconduct, fraud or bad faith by the Company or any of its Subsidiaries or their respective Representatives, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) a material breach by the Company of this Agreement or the applicable Exchangeable Debentures Indenture. (v) The Company shall apply all LBC Available Liquidity (including by borrowing revolving loans under the Company Margin Facility) upon not less than 5 days, written notice to the extent necessary Agent. Under such circumstances, the Issuer will have up to consummate one year from the transactions contemplated in this Section 5.22(a)(i)(1date of the Agent's receipt of the Issuer's Partial Amortization Notice to redeem that portion of the Invested Amount selected (i.e., part or all of the Invested Amount of the Certificate).