Common use of Special Mandatory Redemption Clause in Contracts

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If the event that the Company does Canopy Investment is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe Outside DateApril 1, or if, on 2019 or prior to such date the Visa Europe Outside Date, the Acquisition Purchase Agreement is terminated other than as without the completion of the Canopy Investment (either of the foregoing, a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will be required to redeem this Note the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus together with accrued and unpaid interest, if any, interest to, but excluding, the Special Mandatory Redemption Date (Date. On the “Business Day following the occurrence of a Special Mandatory Redemption”)Redemption Event, the Company (or the Trustee upon the prior written direction from the Company and at the sole cost and expense of the Company) shall deliver a notice of special mandatory redemption in accordance with the applicable procedures of DTC to each Holder of Notes stating that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date specified therein automatically and without any further action by the Holders of the Notes. Prior to the opening of business on the Special Mandatory Redemption Date, the Company shall deposit with the Paying Agent, or the Trustee, cash in an aggregate amount equal to the Special Mandatory Redemption Price for the Notes, calculated as of the Special Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price with respect to the Notes on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent prior to the opening of business on the Special Mandatory Redemption Date, then, on and after the Special Mandatory Redemption Date, the Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on this Note Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant according to the Special Mandatory Redemption, terms and provisions of Section 2.3. Upon the Company will cause a notice to be sent within five Business Days after the occurrence consummation of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption DateCanopy Investment, this Note Section 2.10 will cease to bear interest apply. The provisions of Sections 5.2, 5.3 and all rights under this Note shall terminate (other than in respect 5.6 of the right Initial Indenture shall not be applicable to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms any special mandatory redemption of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteNotes.

Special Mandatory Redemption. In the event that the Company If Parent does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) ERICO Acquisition on or prior to the Visa Europe Outside DateDecember 31, 2015, or if, on or prior to the Visa Europe Outside Date, the Acquisition ERICO Merger Agreement is terminated any time prior to such date (without replacement thereof) other than as a result of consummating the Visa Europe ERICO Acquisition, then the Company will shall be required to redeem this Note Security on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this NoteSecurity, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note Security that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will shall be payable on such Interest Payment Dates to the registered Holders Securityholders as of the close of business on the relevant regular record dates in accordance dates. The Company shall cause the notice of a Special Mandatory Redemption to be sent, with this Note and the Indenture. If the Company is required to redeem this Note pursuant a copy to the Special Mandatory RedemptionTrustee, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires triggering the obligation to effectuate the Special Mandatory Redemption to each Securityholder at its registered address. On or before the Special Mandatory Redemption Date, the Company shall deposit with the Trustee or a paying agent funds sufficient to redeem this Note pay the special mandatory redemption price of the Securities to be redeemed on the registered address of each Holder, with a copy to the TrusteeSpecial Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price of this Note the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a paying agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid any applicable conditions set forth in the Indenture are satisfied, interest to, but excluding, shall cease to accrue on the Securities on and after such Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that (x) the Company does Xxxxxxxx Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to June 30, 2022 or (y) the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Merger Agreement is terminated other than as without the Xxxxxxxx Acquisition being consummated (any such event being a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will shall redeem this Note on all of the Special Mandatory Redemption Date at a redemption price Notes then Outstanding (the “Special Mandatory Redemption PriceRedemption”) ), at a price equal to 101% of the aggregate principal amount of this Notethe Notes then Outstanding, plus accrued and unpaid interestinterest thereon, if any, to, to (but excluding, ) the Special Mandatory Redemption Date redemption date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding For purposes of the foregoing, installments the Xxxxxxxx Acquisition will be deemed consummated if the closing under the Merger Agreement occurs, including after giving effect to any amendments to the Merger Agreement or waivers thereunder acceptable to the Company. Notice of interest on this Note the occurrence of a Special Mandatory Redemption Event and that are due a Special Mandatory Redemption is to occur (the “Special Mandatory Redemption Notice”) shall be delivered to the Trustee and payable on Interest Payment Dates falling on or prior delivered to Holders of Notes according to the procedures of the Depositary within 10 Business Days after the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event. At the registered Holders as of Company’s written request, the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to Trustee shall give the Special Mandatory RedemptionRedemption Notice in the Company’s name and at the Company’s expense. On the redemption date specified in the Special Mandatory Redemption Notice, which shall be no more than 10 Business Days (or such other minimum period as may be required by the Depositary) after mailing or sending the Special Mandatory Redemption Notice, the Company will cause a notice to be sent within five Business Days after special mandatory redemption shall occur (the occurrence date of such redemption, the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee“Special Mandatory Redemption Date”). If funds sufficient to pay the Special Mandatory Redemption Price of this Note all of the Notes then Outstanding on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will the Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, all rights under the Special Mandatory Redemption Date)Notes shall terminate. The Acquisition Agreement and Upon the terms consummation of the Visa Europe Acquisition may be modified without the consent of any Holder of Xxxxxxxx Acquisition, this NoteSection 2.06 shall cease to apply.

Special Mandatory Redemption. In If (x) the event consummation of the Rice Merger (as defined below) does not occur on or before May 19, 2018 (the “Outside Date”) or (y) the Company notifies the Trustee that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited the Rice Merger (the “Visa Europe Acquisition”earlier of the date of delivery of such notice described in clause (y) on or prior to and the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceTrigger Date”), the Company will be required to redeem the Securities of this series then outstanding (such redemption, the “Special Mandatory Redemption”) at a Redemption Price equal to 101% of the aggregate principal amount of the Securities of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice series to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). In the event that the Company becomes obligated to redeem Securities of this series pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Trigger Date, this Note will cease deliver notice to bear interest and all rights under this Note shall terminate (other than in respect the Trustee of the right Special Mandatory Redemption and the date upon which such Securities will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to receive deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Securities are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Securities to be redeemed at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, plus accrued on and unpaid after such Special Mandatory Redemption Date, interest to, but excluding, will cease to accrue on the Securities to be redeemed. For purposes of the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder provisions of this Note.Security, the following definitions are applicable:

Special Mandatory Redemption. In The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Company does Escrow Proceeds have not consummate been released to Opco for distribution in accordance with the acquisition terms and conditions of Visa Europe Limited the Escrow Agreement (the “Visa Europe AcquisitionRelease Date”) on or before the Escrow End Date or (ii) prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Escrow End Date, the Acquisition Agreement is terminated other than as Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a result “Trigger Date”). The Issuers will cause a notice of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption substantially in the form required by Section 3.03 to be mailed to the Holders, the Trustee and the Escrow Agent promptly but in any event not later than five Business Days after the Trigger Date at a and will redeem the Notes no later than five Business Days following the date of the notice of redemption. The redemption price (the “for any Special Mandatory Redemption Price”) equal to 101will be the sum of 100% of the aggregate principal amount of this Notethe Notes issued on the Issue Date, plus together with accrued and unpaid interestinterest on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption. If the Escrow Agent receives a notice of a Special Mandatory Redemption pursuant to the terms of the Escrow Agreement, the Escrow Agent will, upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds, if any, to, but excluding, then held by it not later than the last Business Day prior to the date of the Special Mandatory Redemption. Concurrently with the release of the amounts necessary to fund the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date Paying Agent, the Escrow Agent will release any excess of Escrow Proceeds over the mandatory redemption price to the Issuers (less any amounts owing to the Escrow Agent), and the Issuers will be payable on permitted to use such Interest Payment Dates excess Escrow Proceeds refunded to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notethem at their discretion.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited The Notes will be redeemed (the “Visa Europe AcquisitionSpecial Mandatory Redemption”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus accrued and but unpaid interest, if any, interest on the principal amount of the Notes to, but excludingnot including, the Special Mandatory Redemption Date (as defined below), if the Final Merger is not consummated on or prior to March 31, 2016 or if, prior to such date, the Merger Agreement is terminated (each a “Special Mandatory Redemption Event”). Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 3 Business Days following such Special Mandatory Redemption Event) notify the Trustee and the Paying Agent in writing (such date of notification, the “Redemption Notice Date”), that the Notes are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”), in each case in accordance with the applicable provisions of the Indenture. Notwithstanding The Paying Agent, upon receipt of the foregoingnotice specified above, installments shall notify each Holder in accordance with the applicable provisions of interest the Indenture that all of the outstanding notes shall be redeemed at the Special Mandatory Redemption Price on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to automatically and without any further action by the registered Holders as of the close of business Notes. At or prior to 12:00 p.m. (Luxembourg time) on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after shall deposit funds with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds Paying Agent sufficient to pay the Special Mandatory Redemption Price of this Note for the Notes on such date. If such deposit is made as provided above, the Special Mandatory Redemption Date are deposited with the Trustee Notes will cease to bear interest on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date. Notwithstanding anything to the contrary in Article Nine of the Base Indenture, this Note will cease to bear interest Section 3.03 and all rights under this Note shall terminate (other than in respect the related definitions may not be waived or modified without the written consent of each Holder of the right Notes. Failure to receive make the Special Mandatory Redemption PriceRedemption, plus accrued and unpaid interest toif required, but excluding, in accordance with this Section 3.03 will constitute an Event of Default with respect to the Special Mandatory Redemption Date)Notes. The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.ARTICLE FOUR

Special Mandatory Redemption. In the event that the Company does not consummate recommended cash offer made by a wholly-owned indirect subsidiary of the acquisition Company, Bravo Bidco Limited, a private limited company incorporated under the laws of Visa Europe Limited England and Wales, to acquire all of the issued and to be issued ordinary share capital of BTG plc, a public company incorporated under the laws of England and Wales, on the terms and subject to the conditions of the scheme document published on January 24, 2019 (the “Visa Europe BTG Acquisition”) has not become effective in accordance with its terms (“Effective”) on or prior to August 20, 2019, or such later date (if any) to which the Visa Europe Outside outside date for the BTG Acquisition to become Effective has been extended in accordance with its terms (the “Long Stop Date”), or if, on or prior to the Visa Europe Outside Datebecoming Effective, the BTG Acquisition Agreement lapses, is terminated other than as a result of consummating the Visa Europe Acquisitionwithdrawn or otherwise terminates in accordance with its terms, then the Company will shall be required to redeem this Note all outstanding Securities on the Special Mandatory Redemption Date special mandatory redemption date (as defined below) at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon (if any) to, but not including, the special mandatory redemption date (subject to the right of this Noteholders as of the close of business on a regular record date to receive interest due on the related interest payment date). The “special mandatory redemption date” means the earlier to occur of (1) the 30th day (or if such day is not a business day, the first business day thereafter) following the Long Stop Date and (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the lapse, withdrawal or termination of the BTG Acquisition in accordance with its terms. The Company shall cause notice of a special mandatory redemption to be mailed (or with respect to global Securities, to the extent permitted or required by applicable procedures or regulations of the Depositary, sent electronically), with a copy to the trustee, within ten business days after the occurrence of the event triggering redemption to each holder of Securities at its registered address. If funds sufficient to pay the special mandatory redemption price of the Securities on the special mandatory redemption date (plus accrued and unpaid interest, if any, to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date special mandatory redemption date) are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingspecial mandatory redemption date, the Special Mandatory Redemption Date, this Note will Securities shall cease to bear interest on and all rights under this Note shall terminate (other than in respect of after the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notespecial mandatory redemption date.

Special Mandatory Redemption. In (a) If (i) the event that the Company does Earthstone Merger has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been completed on or prior to April 21, 2024 (the Visa Europe “Outside Date”), or (ii) prior to the Outside Date, or if, on or prior to (a) the Visa Europe Outside Date, the Acquisition Earthstone Merger Agreement is terminated other than as or (b) the Company has decided that it will not pursue the consummation of the Earthstone Merger or has determined in its sole discretion that the consummation of the Earthstone Merger cannot or is not reasonably likely to be completed by the Outside Date (the earlier to occur of the events described in clauses (i) and (ii) of this sentence, a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will be required to redeem this Note all of the outstanding Notes on the Special Mandatory Redemption Date (as defined below) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notesuch Notes, plus accrued and unpaid interest, if any, interest from the date of initial issuance of such Notes to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Upon the foregoingoccurrence of a Special Mandatory Redemption Event, installments the Company will promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee and the Holders of interest on this Note the Notes in writing of such event (such date of notification to the holders, the “Special Mandatory Redemption Notice Date”), that are due the Notes will be redeemed no later than five Business Days (and payable on Interest Payment Dates falling on or prior to no sooner than two Business Days) after the Special Mandatory Redemption Notice Date will be payable on (such Interest Payment Dates to date, the registered Holders as of the close of business on the relevant record dates “Special Mandatory Redemption Date”), in each case in accordance with the applicable provisions of this Note and the Indenture. If the Company is required At or prior to redeem this Note pursuant to 10:00 a.m., New York City time, on the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after deposit with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If Trustee funds sufficient to pay the Special Mandatory Redemption Price for all of this Note the Notes to be redeemed. If such deposit is made as provided above, the Notes will cease to bear interest on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that (a) the Company Escrow Release Date does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) take place on or prior to the Visa Europe Outside Date, Date or if, on or (b) at any time prior to the Visa Europe Outside Date, the Acquisition Transaction Agreement is terminated other than as in accordance with its terms (any such event being a result “Special Mandatory Redemption Event”), WRECO shall deliver a Release Notice to the Trustee and the Escrow Agent in accordance with the terms of consummating the Visa Europe Acquisition, Escrow Agreement and shall redeem all of the Company will redeem this Note on Notes at the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Price (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to ) no later than three (3) business days following the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event (the registered Holders as “Special Mandatory Redemption Date”). Simultaneously with delivering the Release Notice, WRECO shall send notice of the close of business on the relevant record dates Special Mandatory Redemption to Holders in accordance with this Note and Section 3.03 (other than with respect to the Indenturetime periods set forth therein). If Substantially concurrently with the Company is required receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Notes at the Special Mandatory Redemption Price in accordance with the terms of this Note the Escrow Agreement. Pursuant to the Escrow Agreement if the Escrow Agent (i) has not received the Officer’s Certificate and Release Notice each as defined in and referred to in Section 5(a) of the Escrow Agreement at or prior to 11:59 p.m. (New York City time) on the Outside Date or (ii) has received a Release Notice from the Issuer stating that the Transaction Agreement has been terminated in accordance with its terms prior to the Outside Date in accordance with the terms of the Escrow Agreement, then the Escrow Agent promptly after the Outside Date or the date on which it has received such Release Notice (as applicable) will liquidate any Eligible Escrow Investments constituting Escrowed Property and as soon as practicable deliver the Escrowed Property to the Trustee. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Date are deposited Price in accordance with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, terms of the Escrow Agreement. After payment of the Special Mandatory Redemption Date, this Note will cease Price to bear interest and all rights under this Note shall terminate (other than in respect holders of the right Notes, any excess funds held by the Trustee shall be returned to receive WRECO. Upon the Release on the Escrow Release Date pursuant to Section 4.14, the Notes shall no longer be subject to a Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date)pursuant to this Section 3.07. The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.ARTICLE FOUR

Special Mandatory Redemption. In If (i) the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Agent receives on or prior to the Visa Europe Outside DateRedemption Trigger Date an instruction certificate from the Issuer certifying that Cardinal Health, Inc. has publicly announced (the “Abandonment Announcement”) that it has determined to abandon the Separation prior to the Redemption Trigger Date or if(ii) the Escrow Agent has not received, on or prior to the Visa Europe Outside Redemption Trigger Date, an instruction certificate from the Acquisition Issuer certifying either that (x) the Contribution has been consummated in accordance with the Separation Agreement is terminated other than (after giving effect to any waivers or amendments of immaterial terms and conditions) and substantially in the manner described in the Offering Memorandum and that the funds released from escrow will be applied as a result of consummating described in the Visa Europe AcquisitionEscrow Agreement or (y) Cardinal Health Inc. has made an Abandonment Announcement, then the Company will Issuer shall be required to redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption”) the Notes. The Trustee shall, on the next Business Day, on behalf of the Issuer, provide notice to each Holder of the Notes that all Outstanding Notes shall be redeemed on the date that is five Business Days from the earlier of the Abandonment Announcement and the Redemption Trigger Date (the “Special Redemption Date”), at a redemption price equal to 101% (the “Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interest, if any, to, on the Notes from the Issue Date to but excluding, not including the Special Redemption Date. An irrevocable written notice (to be prepared by the Issuer) of any Special Mandatory Redemption Date will be given by the Trustee to each Holder in accordance with the provisions set forth in Section 3.3 of the Escrow Agreement. Unless the Issuer defaults in the payment of the Redemption Price, on and after the Special Redemption Date, (a) interest shall cease to accrue on the “Special Mandatory Redemption”). Notwithstanding Notes, (b) the foregoing, installments of interest on this Note that are Notes shall become due and payable on Interest Payment Dates falling on or prior to at the Special Mandatory Redemption Date will Price, and (c) the Notes shall be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest void and all rights under this Note of the Holders in respect of the Notes shall terminate and lapse (other than in respect of the right to receive the Redemption Price upon surrender of such Notes but without interest on such Redemption Price). Following the notice of a Special Mandatory Redemption PriceRedemption, plus accrued and unpaid interest to, but excluding, neither the Special Mandatory Redemption Date). The Acquisition Agreement and Issuer nor the terms Trustee shall be required to register the transfer of or exchange the Visa Europe Acquisition may Notes to be modified without the consent of any Holder of this Noteredeemed.

Special Mandatory Redemption. In (a) If (i) the event that the Company does Escrow Agent has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) received an Escrow Release Request on or prior to the Visa Europe Outside Escrow End Date, or if, (ii) the Escrow Issuers notify the Escrow Agent and the Trustee in writing that the Acquisition will not be consummated on or prior to the Visa Europe Outside DateTermination Date (as defined in the Merger Agreement) or (iii) the Merger Agreement has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuers, the Acquisition Agreement is terminated Trustee or any other than as a result Person, (x) liquidate and release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee and (y) provide notice to the Escrow Guarantor to provide payment with respect to the Escrow Guaranteed Obligations, and the Escrow Guarantor shall promptly (and in any event within two Business Days of consummating the Visa Europe Acquisitionreceipt of such notice) pay the amount necessary to fund the interest due on the Notes from the Issue Date to, the Company will redeem this Note on but excluding, the Special Mandatory Redemption Date (as defined below), to the Trustee and the Trustee shall apply (or cause the Paying Agent to apply) the amounts in the immediately preceding clauses (x) and (y) to redeem the Notes (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”) or as otherwise required by the Applicable Procedures, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of this Notethe Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Escrow Issuer any Escrowed Funds in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption. In the event that the Escrow Issuers provide an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Escrow Issuers shall cause, no later than the Business Day following the Special Mandatory Redemption PriceEvent, plus accrued and unpaid interest to, but excluding, the a notice of Special Mandatory Redemption Date). The Acquisition Agreement (a “Special Mandatory Redemption Notice”) to be delivered electronically to the Trustee and mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the terms Holders of the Visa Europe Acquisition may be modified without Notes at their registered addresses, substantially in the consent of any Holder of this Noteform attached as Exhibit E hereto.

Special Mandatory Redemption. In Upon the event that the Company does not consummate the acquisition occurrence of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date Event, the Notes will be redeemed in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interest, if any, interest on the principal amount of the Notes to, but excludingnot including, the Special Mandatory Redemption Date. Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than five (5) Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and the Trustee will, no later than five (5) Business Days following receipt of such notice from the Company, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”), that the Notes will be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”). Notwithstanding The Trustee, upon receipt of the foregoingnotice specified above, installments on the Redemption Notice Date will notify each Holder that all of interest the outstanding Notes will be redeemed at the Special Mandatory Redemption Price on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to automatically and without any further action by the registered Holders as of the close of business Notes. At or prior to 12:00 p.m. (New York City time) on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to Business Day immediately preceding the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after irrevocably deposit with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If Trustee funds sufficient to pay the Special Mandatory Redemption Price of this Note on for the Notes (the “Special Mandatory Redemption Date are deposited with Payment”). If such deposit is made as provided above, the Trustee Notes will cease to bear interest on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date. Other than as specifically provided in this paragraph 6, any redemption pursuant to this Note will cease paragraph 6 shall be made pursuant to bear interest the applicable provisions of Sections 3.01, 3.03, 3.04 and all rights under this Note shall terminate (other than in respect 3.05 of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteBase Indenture.

Special Mandatory Redemption. In the event that the Company If (i) OpCo does not consummate complete the acquisition of Visa Europe Limited Xxxxxxx-IASIS Transactions (the “Visa Europe Acquisition”as such transactions may be modified or amended) on or prior to 180 days after the Visa Europe Outside Issue Date or (ii) prior to 180 days after the Issue Date, OpCo determines not to consummate the Xxxxxxx-IASIS Transactions (as such transactions may be modified or ifamended) (each, on or prior to a “Special Mandatory Redemption Trigger”), then the Visa Europe Outside Date, Issuers shall redeem $500,000,000 aggregate principal amount of the Acquisition Agreement is terminated other than as a result of consummating Notes (the Visa Europe Acquisition, the Company will redeem this Note “Special Mandatory Redemption”) on the Special Mandatory Redemption Date (as defined below) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate initial offering price of the Notes as set forth on the cover page of the Prospectus in respect of $500,000,000 aggregate principal amount of this NoteNotes, plus accrued and unpaid interest, if any, thereon from and including the Issue Date, or the most recent date to which interest has been paid, whichever is later, up to, but excluding, the Special Mandatory Redemption Date Date. The Issuers shall cause a notice of Special Mandatory Redemption to be delivered to the Trustee and the Holders of the Notes no later than the next Business Day following the Special Mandatory Redemption Trigger and shall provide for the redemption of $500,000,000 aggregate principal amount of the Notes on the third Business Day following the Special Mandatory Redemption Trigger date (as may be extended to comply with applicable procedures of the Depositary) (the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance In connection with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the any Special Mandatory Redemption, the Company will cause a notice Trustee shall select the Notes to be sent within five Business Days after redeemed, pro rata or by lot or by any such other method in accordance with the occurrence procedures of the event that requires Depositary, in each case, as the Company Trustee in its sole discretion shall deem to redeem this Note to the registered address of each Holder, with a copy to the Trusteebe fair and appropriate. If funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price of this Note such amount of Notes being redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will such Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Pricespecial mandatory redemption price, plus accrued and unpaid interest to, but excluding, all rights under such Notes subject to the Special Mandatory Redemption Date)shall terminate. The Acquisition Agreement form and the terms of the Visa Europe Acquisition Xxxxxxx-IASIS Transactions may be modified or amended without the consent of the Holders of the Notes offered hereby and any Holder such modification or amendment would not constitute a Special Mandatory Redemption Trigger. Upon the occurrence of the closing of the Xxxxxxx-IASIS Transactions, the foregoing provisions in this NoteSection 9 regarding the Special Mandatory Redemption shall cease to apply.

Special Mandatory Redemption. In If (x) the event consummation of the Tug Hill and XcL Midstream Acquisition (as defined below) does not occur on or before June 30, 2023 (the “Outside Date”) or (y) the Company notifies the Trustee that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited the Tug Hill and XcL Midstream Acquisition (the “Visa Europe Acquisition”earlier of the date of delivery of such notice described in clause (y) on or prior to and the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceTrigger Date”), the Company will be required to redeem the Senior Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice Senior Notes to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). In the event that the Company becomes obligated to redeem the Senior Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Trigger Date, this Note will cease deliver notice to bear interest and all rights under this Note shall terminate (other than in respect the Trustee of the right Special Mandatory Redemption and the date upon which such Senior Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to receive deliver to each registered holder of Senior Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Senior Notes are held by any depositary (including, without limitation, DTC) in accordance with such depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered holder of Senior Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, plus accrued on and unpaid after such Special Mandatory Redemption Date, interest to, but excluding, will cease to accrue on the Senior Notes to be redeemed. For purposes of the Special Mandatory Redemption Date). The Acquisition Agreement and the terms provisions of the Visa Europe Acquisition may be modified without Senior Notes, the consent of any Holder of this Note.following definitions are applicable:

Special Mandatory Redemption. In If (1) the event that InterXion Offer is not consummated by or before January 27, 2021 or (2) the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition InterXion Purchase Agreement is terminated other than as at any time prior to such date ((1) and (2) each a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company Issuer will be required to redeem this Note all outstanding Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, up to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoing, installments of interest on this Note the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders holders as of the close of business on the relevant record dates dates. Notwithstanding any other provision of this Article 3, in accordance with this Note and the Indenture. If event of the Company is required to redeem this Note pursuant to the occurrence of a Special Mandatory RedemptionRedemption Event, the Company will Issuer shall cause a notice of special mandatory redemption (“Special Mandatory Redemption Notice”) to be sent within five Business Days after mailed (or, in the occurrence case of the event that requires the Company to redeem this Note to the registered address of each Holdernotes held in book entry form, delivered by electronic transmission), with a copy to the TrusteeTrustee and Paying Agent, within five (5) Business Days following the Special Mandatory Redemption Event to each Holder at its registered address. Each such Special Mandatory Redemption Notice shall specify: (i) the Special Mandatory Redemption Date, (ii) the Special Mandatory Redemption Price, (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable upon each such Note to be redeemed, (iv) the Common Code and ISIN number or codes and numbers of the Notes being redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such notes and (vi) that if funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, that the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date. Upon mailing or delivery by electronic transmission of a Special Mandatory Redemption Notice, the Notes redeemed shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. The Issuer shall deposit with the Trustee or Paying Agent an amount of money sufficient to redeem on the Special Mandatory Redemption Date all the Notes so called for redemption at the Special Mandatory Redemption Price. If funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of this Note all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdate, the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In (a) If (i) the event that the Company does Escrow Agent has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) received an Escrow Release Request on or prior to the Visa Europe Outside Escrow End Date, or if, (ii) the Escrow Issuers notify the Escrow Agent and the Trustee in writing that the Acquisition will not be consummated on or prior to the Visa Europe Outside DateTermination Date (as defined in the Merger Agreement) or (iii) the Merger Agreement has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Acquisition Agreement is terminated Trustee or any other than as a result Person, (i) liquidate and release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee and (ii) provide notice to the Escrow Guarantor to provide payment with respect to the Escrow Guaranteed Obligations, and the Escrow Guarantor shall promptly (and in any event within two Business Days of consummating the Visa Europe Acquisitionreceipt of such notice) pay the amount necessary to fund the interest due on the Notes from the Issue Date to, the Company will redeem this Note on but excluding, the Special Mandatory Redemption Date (as defined below), to the Trustee and the Trustee shall apply (or cause the Paying Agent to apply) the amounts in the immediately preceding clauses (i) and (ii) to redeem the Notes (the “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”) or as otherwise required by the Applicable Procedures, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of this Notethe Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Escrow Issuer any Escrowed Funds in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption. In the event that the Escrow Issuers provide an Escrow Redemption Notice pursuant to Section 3(b) of the Escrow Agreement prior to 10:00 a.m. (New York City time) on the Escrow End Date, the Escrow Issuers shall cause, no later than the Business Day following the Special Mandatory Redemption PriceEvent, plus accrued and unpaid interest to, but excluding, the a notice of Special Mandatory Redemption Date). The Acquisition Agreement (a “Special Mandatory Redemption Notice”) to be delivered electronically to the Trustee and mailed by first-class mail, postage prepaid, or delivered electronically if held by DTC, to the terms Holders of the Visa Europe Acquisition may be modified without Notes at their registered addresses, substantially in the consent of any Holder of this Noteform attached as Exhibit E hereto.

Special Mandatory Redemption. In a) If (i) the event that the Company does La Quinta Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to July 17, 2018 (as such date may be extended under the Visa Europe terms of the La Quinta Acquisition Agreement, but in no event longer than 90 days after July 17, 2018, the “Outside Date”) or (ii) if an Acquisition Termination Event (as defined below) occurs at any time prior thereto (the events in clauses (i) and (ii), or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as each a result of consummating the Visa Europe Acquisition“Mandatory Redemption Event”), the Company will redeem this Note all the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateNotes, plus accrued and unpaid interest to, but excludingnot including, the Special Mandatory Redemption Date, this Note will cease Date (subject to bear the right of holders of record on the relevant record date prior to said redemption to receive interest and all rights under this Note shall terminate (other than in respect due on the relevant interest payment date). In the event of the right occurrence of a Mandatory Redemption Event, the Company will deliver a notice of special mandatory redemption (a “Special Mandatory Redemption Notice”), or cause a Special Mandatory Redemption Notice to receive be provided to the Trustee for delivery, to the Holders of the Notes (with a copy to the Trustee if delivered by the Company), no later than five Business Days after the earlier to occur of (i) the Outside Date (if the La Quinta Acquisition has not closed by such date) or (ii) the occurrence of an Acquisition Termination Event. At the Company’s request, the Trustee shall deliver the Special Mandatory Redemption Price, plus accrued Notice to Holders in the Company’s name and unpaid interest to, but excluding, at its expense; provided that the Company shall have delivered such notice to the Trustee at least 5 days prior to such notice being sent to Holders (or such shorter period as may be agreed by the Trustee). The “Special Mandatory Redemption Date). The Acquisition Agreement ” shall be the date specified by the Company in the notice to Holders described above that is between the tenth Business Day and the terms twentieth Business Day following the earlier to occur of (i) the Visa Europe Outside Date (if the La Quinta Acquisition may be modified without has not closed by such date) or (ii) the consent occurrence of any Holder of this Notean Acquisition Termination Event.

Special Mandatory Redemption. In If (x) the event consummation of the Alta Acquisition (as defined below) does not occur on or before November 1, 2021 (the “Outside Date”) or (y) the Company notifies the Trustee that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited the Alta Acquisition (the “Visa Europe Acquisition”earlier of the date of delivery of such notice described in clause (y) on or prior to and the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceTrigger Date”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding), the Special Mandatory Redemption Date Company will be required to redeem the Senior Notes then outstanding (such redemption, the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior ) at a redemption price equal to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as 100% of the close principal amount of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice Senior Notes to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). In the event that the Company becomes obligated to redeem the Senior Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Trigger Date, this Note will cease deliver notice to bear interest and all rights under this Note shall terminate (other than in respect the Trustee of the right Special Mandatory Redemption and the date upon which such Senior Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to receive deliver to each registered Holder of Senior Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Senior Notes are held by any depositary (including, without limitation, DTC) in accordance with such depositary's customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Senior Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, plus accrued on and unpaid after such Special Mandatory Redemption Date, interest to, but excluding, will cease to accrue on the Senior Notes to be redeemed. For purposes of the Special Mandatory Redemption Date). The Acquisition Agreement and the terms provisions of the Visa Europe Acquisition may be modified without Senior Notes, the consent of any Holder of this Note.following definitions are applicable:

Special Mandatory Redemption. In The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Company does Escrow Proceeds have not consummate been released to Opco for distribution in accordance with the acquisition terms and conditions of Visa Europe Limited the Escrow Agreement (the “Visa Europe AcquisitionRelease Date”) on or before the Escrow End Date or (ii) prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Escrow End Date, the Acquisition Agreement is terminated other than as Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a result “Trigger Date”). The Issuers will cause a notice of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption substantially in the form required by Section 3.03 of the Indenture to be mailed to the Holders, the Trustee and the Escrow Agent promptly but in any event not later than five Business Days after the Trigger Date at a and will redeem the Notes no later than five Business Days following the date of the notice of redemption. The redemption price (the “for any Special Mandatory Redemption Price”) equal to 101will be the sum of 100% of the aggregate principal amount of this Notethe Notes issued on the Issue Date, plus together with accrued and unpaid interestinterest on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption. If the Escrow Agent receives a notice of a Special Mandatory Redemption pursuant to the terms of the Escrow Agreement, the Escrow Agent will upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds if any, to, but excluding, then held by it not later than the last Business Day prior to the date of the Special Mandatory Redemption. Concurrently with the release of the amounts necessary to fund the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date Paying Agent, the Escrow Agent will release any excess of Escrow Proceeds over the mandatory redemption price to the Issuers (less any amounts owing to the Escrow Agent), and the Issuers will be payable on permitted to use such Interest Payment Dates excess Escrow Proceeds refunded to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notethem at their discretion.

Special Mandatory Redemption. In If (1) the event that DFT Merger is not consummated by or before December 15, 2017 or (2) the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition DFT Merger Agreement is terminated other than as at any time prior to such date ((1) and (2) each a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company Issuer will be required to redeem this Note all outstanding Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, up to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoing, installments of interest on this Note the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders holders as of the close of business on the relevant record dates dates. Notwithstanding any other provision of this Article 3, in accordance with this Note and the Indenture. If event of the Company is required to redeem this Note pursuant to the occurrence of a Special Mandatory RedemptionRedemption Event, the Company will Issuer shall cause a notice of special mandatory redemption (“Special Mandatory Redemption Notice”) to be sent within five Business Days after mailed (or, in the occurrence case of the event that requires the Company to redeem this Note to the registered address of each Holdernotes held in book entry form, delivered by electronic transmission), with a copy to the Trustee, within five (5) Business Days following the Special Mandatory Redemption Event to each Holder at its registered address. Each such Special Mandatory Redemption Notice shall specify: (i) the Special Mandatory Redemption Date, (ii) the Special Mandatory Redemption Price, (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable upon each such Note to be redeemed, (iv) the Common Code and ISIN number or codes and numbers of the Notes being redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such notes and (vi) that if funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, that the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date. Upon mailing or delivery by electronic transmission of a Special Mandatory Redemption Notice, the Notes redeemed shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. The Issuer shall deposit with the Trustee or Paying Agent an amount of money sufficient to redeem on the Special Mandatory Redemption Date all the Notes so called for redemption at the Special Mandatory Redemption Price. If funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of this Note all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdate, the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate described in the acquisition definition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Release Date” on or prior to 5:00 p.m. (New York City time) on the Visa Europe Outside Date, Escrow End Date or if, (ii) the Company notifies the Escrow Agent in writing on or prior to 5:00 p.m. (New York City time) on the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, Escrow End Date that the Company will not pursue the Separation, then the Escrow Agent shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee (x) in the case of the foregoing clause (i), within three Business Days of the Escrow End Date and (y) in the case of the foregoing clause (ii), within three Business Days of the date such notice is delivered to the Escrow Agent, and in either case, the Trustee shall apply (or cause a paying agent to apply) such proceeds, together with cash received pursuant to the L Brands Commitment, to redeem this Note the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the Trustee (the “Special Mandatory Redemption Date Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateNotes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease . In the event that there are insufficient funds in the Escrow Account to bear interest and all rights under this Note shall terminate (other than in respect of pay the right to receive the aggregate Special Mandatory Redemption PricePrice for all Notes, plus accrued and unpaid interest tothe Company shall separately transfer to the Trustee an amount in cash equal to such shortfall, but excluding, including cash received pursuant to the L Brands Commitment. On the Special Mandatory Redemption Date). The Acquisition Agreement and , the terms Trustee shall pay to the Company any Escrowed Property in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this Note.Special Mandatory Redemption. 107

Special Mandatory Redemption. In The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Company does Escrow Proceeds have not consummate been released to the acquisition Escrow Agent for distribution in accordance with the terms and conditions of Visa Europe Limited the Escrow Agreement (the “Visa Europe AcquisitionRelease Date”) on or before the Escrow End Date or (ii) prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Escrow End Date, the Acquisition Agreement is terminated other than as Issuer has determined, in its reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a result “Trigger Date”). The Issuer will cause the notice of consummating Special Mandatory Redemption to be sent promptly following the Visa Europe Acquisition, the Company Trigger Date and will redeem this Note the Notes no later than five Business Days following the date of the notice of redemption. The redemption price for any Special Mandatory Redemption will be the sum of 100% of the aggregate principal amount of the Notes issued on the Issue Date plus the Specified Premium of the aggregate principal amount of the Notes issued on the Issue Date, together with accrued and unpaid interest on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal ). If the Escrow Agent receives a notice of a Special Mandatory Redemption pursuant to 101% the terms of the aggregate principal amount Notes, the Escrow Agent will liquidate investments of this Note, plus accrued and unpaid interestall Escrow Proceeds, if any, to, but excluding, then held by it not later than the last Business Day prior to the date of the Special Mandatory Redemption. Concurrently with release of the amounts necessary to fund the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionPaying Agent, the Company Escrow Agent will cause a notice to be sent within five Business Days after the occurrence release any excess of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Escrow Proceeds over the Special Mandatory Redemption Price of this Note on to the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateIssuer, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may Issuer will be modified without the consent of any Holder of this Note.permitted to use such excess Escrow Proceeds refunded to it at its discretion

Special Mandatory Redemption. (a) In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior Escrow Property is released to the Visa Europe Outside Date, Paying Agent pursuant to Section 2.3(b) or if, on or prior (c) of the Escrow Agreement due to the Visa Europe Outside Datea Mandatory Redemption Triggering Event, the Acquisition Agreement is terminated other than as Escrow Issuer shall redeem all of the Notes at a result price equal to 100% of consummating their aggregate principal amount, plus accrued and unpaid interest from the Visa Europe AcquisitionIssue Date up to, but not including, the Company will redeem this Note on the Special Mandatory Redemption Date at a date of redemption price (the “Special Mandatory Redemption Price”) equal to 101% of on the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Business Day (the “Special Mandatory RedemptionRedemption Date”)) such Escrow Property is payable to the Paying Agent by the Escrow Agent pursuant to the terms of the Escrow Agreement. Notwithstanding The Escrow Issuer shall provide notice of the foregoingredemption pursuant to this Section 3.09 to the Trustee and the Escrow Issuer shall mail, installments or with respect to global notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically, or the Escrow Issuer shall instruct the Trustee to mail or send at the Escrow Issuer’s expense, such notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior redemption to the Holders, which notice shall specify (i) the calculations of the amounts for the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note Price and the Indenture. If the Company is required to redeem this Note pursuant to other amounts due, (ii) the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to which date shall be sent within five four (4) Business Days after from the occurrence of the event that requires the Company to redeem this Note date such notice is delivered to the registered address Trustee and, (iii) in the case of each Holderglobal notes, with such other information as may be required by the procedures of DTC. The Paying Agent shall apply any amount of Escrow Property received by the Escrow Agent following a copy to the Trustee. If funds sufficient Mandatory Redemption Triggering Event to pay the Special Mandatory Redemption Price of this Note for all then outstanding Notes on the Special Mandatory Redemption Date are deposited with and then any excess funds shall be returned by the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, Paying Agent to the Escrow Issuer. In the event the Escrow Property received by the Paying Agent is for any reason insufficient to pay the Special Mandatory Redemption Date, this Note will cease to bear interest and Price for all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excludingoutstanding Notes, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may Escrow Issuer shall be modified without the consent of liable for any Holder of this Notedeficiency.

Special Mandatory Redemption. In (a) If (i) the event that consummation of the Company Acquisition does not consummate occur on or before July 31, 2021 (or such later date if the acquisition of Visa Europe Limited end date is extended under the Acquisition Agreement) (the “Visa Europe AcquisitionEnd Date”) or (ii) the Company delivers a notice to the Trustee stating it has determined that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note all of the Notes issued on the Issue Date (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than ten days after the Acquisition Deadline, upon three days’ notice (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Company will promptly, and in any event not more than three business days after the foregoingAcquisition Deadline, installments deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the Trustee, who will then promptly deliver such notice to each Holder of Notes at its registered Holders as of the close of business on the relevant record dates address or, with respect to Global Notes, in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the TrusteeDTC procedures. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note the aggregate principal amount of Notes being redeemed will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In If (1) the event that the Company does DFT Merger has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been consummated on or prior to December 15, 2017 or (2) the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition DFT Merger Agreement is terminated other than as at any time prior to such date ((1) and (2) each a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will shall be required to redeem this Note all outstanding Notes on the Special Mandatory Redemption Date at a redemption price Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interest, if any, up to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note any series of Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates Record Dates. Notwithstanding any other provision of this Article IV, in accordance with this Note and the Indenture. If event of the Company is required to redeem this Note pursuant to the occurrence of a Special Mandatory RedemptionRedemption Event, the Company will shall cause a notice of special mandatory redemption (“Special Mandatory Redemption Notice”) to be sent sent, with a copy to the Trustee, within five Business Days after the occurrence of the event that requires the Company Special Mandatory Redemption Event to redeem this Note to the each Holder at its registered address of each Holder, with a copy to the Trusteeaddress. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note Notes will cease to bear interest on and all rights under this Note shall terminate (other than in respect after such Special Mandatory Redemption Date. Upon the occurrence of the right to receive closing of the DFT Merger, the foregoing provisions regarding the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In (a) If (i) the event that Escrowed Property has not been released from the Company does not consummate Escrow Account in connection with the acquisition satisfaction of Visa Europe Limited (the “Visa Europe Acquisition”Escrow Release Conditions as described in Section 4.18(e) on or prior to the Visa Europe Outside Termination Date, (ii) the Escrow Issuer notifies the Escrow Agent and the Trustee in writing that the Escrow Release Conditions will not be satisfied by the Termination Date (including, without limitation, due to the VRI Acquisition Agreement having been terminated in accordance with its terms prior to the Termination Date) or if, (iii) the Escrow Issuer has failed to deposit (or cause to be timely deposited) in cash or by wire transfer such amounts required by and in accordance with the Escrow Agreement on or prior to three Business Days after the Visa Europe Outside applicable Deposit Date (each of the above, a “Special Mandatory Redemption Event”), then (1) the Escrow Issuer will deliver written notice of the occurrence of a Special Mandatory Redemption Event to the Trustee (which such notice shall include the Special Mandatory Redemption Price of the Notes and the Special Mandatory Redemption Date), (2) the Acquisition Agreement is terminated other than Trustee will, upon receipt of such notice, deliver an Escrow Liquidation Notice to the Escrow Agent specifying the Special Mandatory Redemption Price (as a result of consummating set forth in the Visa Europe Acquisition, the Company will redeem this Note on Escrow Issuer’s notice) and the Special Mandatory Redemption Date (as set forth in the Escrow Issuer’s notice), and (3) the Escrow Issuer shall be required to redeem all of the outstanding Notes (the “Special Mandatory Redemption”) on the second Business Day following the Special Mandatory Redemption Event (such date, the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments The Escrow Issuer shall give notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the a Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteSection 3.03.

Special Mandatory Redemption. In The Escrow Agreement (as defined below in Section 4.21 hereof) shall provide that if (i) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate described in Section 4(a) of the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Agreement on or prior to the Visa Europe Outside Date or the Extended Outside Date, as applicable, or if(ii) the Company notifies the Escrow Agent in writing that the SSNI Acquisition will not be consummated or otherwise announces that the Acquisition Agreement has been terminated, on or prior then the Escrow Proceeds (including investment earnings thereon and proceeds thereof) shall be released, in accordance with the Escrow Agreement, to the Visa Europe Trustee on the first Business Day following the Outside Date, the Acquisition Agreement is terminated other than Extended Outside Date or the date of such notification or announcement, as a result of consummating applicable (the Visa Europe Acquisition, the Company “Special Mandatory Redemption Date”). In no event will redeem this Note on the Special Mandatory Redemption Date be later than September 30, 2018. On the Special Mandatory Redemption Date or as otherwise required by the applicable procedures of DTC, the Company shall redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption PriceAmount”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateNotes redeemed, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease subject to bear interest and all the rights under this Note shall terminate (other than in respect of Holders of record on the right relevant record date to receive interest due on the Special Mandatory Redemption Price, plus accrued and unpaid relevant interest to, but excluding, payment date falling on or prior to the Special Mandatory Redemption Date). The Acquisition Agreement Company shall deliver to the Trustee and DTC, no later than the terms date that is one Business Day prior to the Special Mandatory Redemption Date, a redemption notice setting forth the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, the Trustee shall pay to the Company any Escrow Proceeds in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this NoteSpecial Mandatory Redemption.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company The 2026 Notes will redeem this Note on the Special Mandatory Redemption Date be redeemed in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount issue price of this Notethe 2026 Notes (as set forth on the cover of the Offering Memorandum), plus accrued and unpaid interestinterest thereon, if any, from April 9, 2018 (or, if after the October 1, 2018 interest payment date, from October 1, 2018) to, but excluding, the Special Mandatory Redemption Date (as defined below), in the event that on or prior to October 6, 2018, (i) the Stahlgruber Acquisition is not consummated or (ii) the Stahlgruber Agreement is terminated. Each of the events specified in clauses (i) and (ii) in the preceding sentence is herein referred to as a “Special Mandatory Redemption Event.” Upon the occurrence of a Special Mandatory Redemption Event, Parent shall promptly (but in no event later than five business days following such Special Mandatory Redemption Event) notify the Trustee and the Paying Agent in writing (such date of notification, the “Redemption Notice Date”) that the 2026 Notes are to be redeemed on the fifth business day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”), in each case in accordance with Section 3.07 of the Indenture. Notwithstanding Parent, on the foregoingRedemption Notice Date, installments shall send, or cause to be sent, a notice to each Holder in accordance with Section 3.07 of interest the Indenture that all of the outstanding 2026 Notes shall be redeemed at the Special Mandatory Redemption Price on this Note that are due the Special Mandatory Redemption Date automatically and payable without any further action by the Holders of the 2026 Notes. At or prior to 10:00 a.m. (London time) on Interest Payment Dates falling on or the Special Mandatory Redemption Date (but not prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDate), the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If Issuer shall deposit funds sufficient to pay the Special Mandatory Redemption Price of this Note for the 2026 Notes on the Special Mandatory Redemption Date are deposited with the Trustee on or before Date. If such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdeposit is made as provided above, the Special Mandatory Redemption Date, this Note 2026 Notes will cease to bear interest on and all rights under this Note shall terminate (other than in respect of the right to receive after the Special Mandatory Redemption PriceDate and Holders of the 2026 Notes, plus accrued and unpaid interest to, but excluding, only right will be to receive payment of the applicable Special Mandatory Redemption Date). The Acquisition Agreement and the terms Price upon surrender of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notetheir 2026 Notes.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to outstanding capital stock of Task Xxxxxx, X.X., the Visa Europe Outside Dateparent of Laboratorios Indas, or ifSAU, on or prior to July 31, 2014, or the Visa Europe Outside Daterelated Quota Sale and Purchase Agreement (the “Purchase Agreement”), dated November 19, 2013, by and among the Company and the Vendors named therein is terminated at any time prior thereto (July 31, 2014 or such earlier date of termination, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition“Trigger Date”), then the Company will redeem in whole and not in part the aggregate principal amount of the Securities of this Note series (a “Special Mandatory Redemption”) on the Special Mandatory Redemption Date (as defined below) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Securities, plus accrued and unpaid interestinterest from November 26, 2013, if any, or from the most recent Interest Payment Date to which interest has been paid is duly provided for to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding ) (subject to the foregoing, installments right of Holders on any Regular Record Date for payment of interest on this Note that are due and payable on Interest Payment Dates falling on or occurs prior to the Special Mandatory Redemption Date will be payable date on such Interest Payment Dates which notice of special mandatory redemption is given to the registered Holders as of the close of business receive interest due on the relevant record dates in accordance with this Note and the IndentureInterest Payment Date). If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the The Company will cause a notice of special mandatory redemption to be sent within five delivered to the Trustee at its Corporate Trust Office and the Holders at their registered addresses, or, if any Securities are held in individual certificated form, mailed to the Holders of such Securities at their registered addresses no later than the second Business Days after Day following the occurrence Trigger Date, which shall provide for the redemption of the event that requires Notes on the Company to redeem this Note to fifth Business Day (the registered address “Special Mandatory Redemption Date”) following the date of each Holder, with a copy to the Trusteesuch notice. If funds sufficient to pay the Special Mandatory Redemption Price of this Note all the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest toany other conditions set forth in Section 1003 of the Indenture are satisfied, but excluding, the on and after such Special Mandatory Redemption Date, this Note the Securities will cease to bear interest and all rights under this Note the Securities shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date)terminate. The Acquisition Agreement and Company shall not be required to make any other mandatory redemption or any sinking fund payments with respect to the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteSecurities.

Special Mandatory Redemption. In If the event that the Company does Merger is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) completed on or prior to the Visa Europe Escrow Outside DateDate or, or if, on or prior to the Visa Europe Outside Datesuch date, the Acquisition Transaction Agreement is terminated other than as a result of consummating the Visa Europe Acquisitionterminated, the Company will Issuer shall redeem this Note on all of the 2026 Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe 2026 Notes, plus accrued and but unpaid interest, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and the Trustee shall, no later than five Business Days following receipt of such notice from the Issuer, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”) that the Notes shall be redeemed on the 15th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in each case in accordance with this Note and the applicable provisions of the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionThe Trustee, the Company will cause a notice to be sent within five Business Days after the occurrence upon receipt of the event notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of the Indenture that requires all of the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Outstanding Notes will be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with automatically and without any further action by the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, Holders. On the Special Mandatory Redemption Date, this Note will cease the Issuer shall cause the Escrow Agent to bear interest and all rights under this Note shall terminate (other than in respect of pay to the right Paying Agent for payment to receive each Holder the Special Mandatory Redemption PricePrice for such Holder’s Notes and, plus accrued and unpaid interest toconcurrently with the payment to such Holders, but excluding, deliver any excess Escrowed Property (if any) to the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteIssuer.

Special Mandatory Redemption. In If (1) the event that consummation of the Company Acquisition does not consummate the acquisition of Visa Europe Limited occur on or before April 30, 2020 (the “Visa Europe AcquisitionEnd Date”) or (2) the Company notifies the Trustee in writing of its abandonment or termination of the Acquisition Agreement or its determination that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note on $245.0 million (the “Mandatory Redemption Amount”) in aggregate of the Notes (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than 10 days after the Acquisition Deadline, upon 3 days’ notice (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount of this NoteMandatory Redemption Amount, plus accrued and unpaid interestinterest on the Notes, if any, to, but excluding, excluding the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Company will promptly, and in any event not more than three business days after the foregoingAcquisition Deadline, installments deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee, who will then promptly deliver such notice to each holder of Notes at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note the aggregate principal amount of Notes being redeemed will cease to bear interest and all rights under this Note shall terminate (other than in respect interest. Upon the occurrence of the right to receive closing of the Acquisition, the foregoing provisions regarding the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition Each series of Visa Europe Limited Notes will be redeemed (the “Visa Europe AcquisitionSpecial Mandatory Redemption”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notesuch series of Notes, plus accrued and but unpaid interest, if any, interest on the principal amount of such series of Notes to, but excludingnot including, the Special Mandatory Redemption Date (as defined below), if the Final Merger is not consummated on or prior to March 31, 2016 or if, prior to such date, the Merger Agreement is terminated (each a “Special Mandatory Redemption Event”). Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 3 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”), that the Notes are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”), in each case in accordance with the applicable provisions of the Indenture. Notwithstanding The Trustee, upon receipt of the foregoingnotice specified above, installments shall notify each Holder in accordance with the applicable provisions of interest the Indenture that all of the outstanding notes shall be redeemed at the Special Mandatory Redemption Price on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable automatically and without any further action by the Holders of any series of Notes. At or prior to 12:00 p.m. (New York City time) on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after shall deposit funds with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds Trustee sufficient to pay the Special Mandatory Redemption Price for each series of this Note Notes on such date. If such deposit is made as provided above, the Special Mandatory Redemption Date are deposited with the Trustee Notes will cease to bear interest on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date. Notwithstanding anything to the contrary in Article Nine of the Base Indenture, this Note will cease Section 3.03 and the related definitions may not be waived or modified with respect to bear interest and all rights under this Note shall terminate (other than in respect any series of Notes without the right written consent of each Holder of such series of Notes. Failure to receive make the Special Mandatory Redemption PriceRedemption, plus accrued and unpaid interest toif required, but excluding, the Special Mandatory Redemption Date)in accordance with this Section 3.03 will constitute an Event of Default with respect to each series of Notes. The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.ARTICLE FOUR

Special Mandatory Redemption. In If (i) the event that the Company does New Senior Investment Group Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been consummated on or prior to the Visa Europe Outside DateApril 20, 2022 or if, on or (ii) prior to such date, Ventas, Inc. notifies the Visa Europe Outside DateTrustee that Ventas, Inc. will not pursue the consummation of the New Senior Investment Group Acquisition (each of (i) and (ii), a “Special Mandatory Redemption Trigger”), the Acquisition Agreement is terminated other than as a result Issuer will be required to redeem all of consummating the Visa Europe AcquisitionNotes (such redemption, the Company will redeem this Note on “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101% of their principal amount, together with accrued and unpaid interest thereon, if any, to (but excluding) the Special Mandatory Redemption Date at a redemption price (as defined below) (the “Special Mandatory Redemption Price”) equal ). In the event that the Issuer becomes obligated to 101% redeem the Notes pursuant to the Special Mandatory Redemption, it will promptly, and in any event not more than ten Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption”Redemption Date,” which date shall be no later than the third Business Day following the date of such notice), together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of the Special Mandatory Redemption to each registered holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on this Note the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders holders as of the close of business on the relevant record dates in accordance with this Note and the Indenturedates. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after Upon the occurrence of the event that requires consummation of the Company to redeem New Senior Investment Group Acquisition, the foregoing provisions in this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Section 3.10 regarding the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will shall cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteapply.

Special Mandatory Redemption. In the event that (a) the Company does Escrow Agent and the Trustee shall not consummate have received, on or prior to 5:00 p.m., New York City time, on the acquisition of Visa Europe Limited Outside Date, an officer’s certificate (in the “Visa Europe Acquisition”form attached to the Escrow Agreement as an exhibit) from the Escrow Issuer certifying that the conditions to the Escrow Release set forth in the Escrow Agreement will be met substantially concurrently with or promptly following the Escrow Release or (b) the Escrow Issuer shall notify the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined that the Escrow Release Date will not occur on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, Date and/or that the Acquisition Agreement is has been terminated other than (each such event described in clauses (a) and (b) above being referred to herein as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Escrow Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100.0% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date date of such redemption (the “Special Mandatory RedemptionRedemption Date”). Notwithstanding , which shall be the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to third Business Day following the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event. On the registered Holders as Business Day following the Special Mandatory Redemption Event, the Escrow Issuer (or the Trustee upon the written request of and at the expense of the close Escrow Issuer) shall deliver a notice of business on the relevant record dates redemption in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence applicable procedures of the event Depository to each holder of Notes that requires the Company to redeem this Note to entire principal amount outstanding of the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Notes shall be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If (1) the event that the Company does Telx Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been consummated on or prior to February 11, 2016 or (2) the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Telx Merger Agreement is terminated other than as at any time prior to such date ((1) and (2), each a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will be required to redeem this Note all of the outstanding 2020 Notes and 2025 Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, such Notes plus accrued and unpaid interest, if any, up to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoing, installments of interest on this Note any series of Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will shall be payable on such Interest Payment Dates interest payment dates to the registered Holders Holder of record as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant Section 2.03, subject to the Applicable Procedures. Notwithstanding any other provision of this Article 3, in the event of the occurrence of a Special Mandatory RedemptionRedemption Event, the Company will shall cause a notice of special mandatory redemption (“Special Mandatory Redemption Notice”) to be sent within five Business Days after mailed (or, in the occurrence case of the event that requires the Company to redeem this Note to the registered address of each Holdernotes held in book entry form, delivered by electronic transmission), with a copy to the Trustee, within five (5) Business Days following the Special Mandatory Redemption Event to each Holder at its registered address. Each such Special Mandatory Redemption Notice shall specify: (i) the Special Mandatory Redemption Date, (ii) the Special Mandatory Redemption Price, (iii) that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price will become due and payable upon each such Note to be redeemed, (iv) the CUSIP number or numbers of the Notes being redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that if funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, that the Notes shall cease to bear interest on and after such Special Mandatory Redemption Date. Upon mailing or delivery by electronic transmission of a Special Mandatory Redemption Notice, the Notes to be redeemed shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified. The Issuer shall deposit with the Trustee or the Paying Agent an amount of money sufficient to redeem on the Special Mandatory Redemption Date all the Notes so called for redemption at the Special Mandatory Redemption Price. If funds sufficient to pay the Special Mandatory Redemption Price (including any accrued and unpaid interest) of this Note all Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued the Notes shall cease to bear interest on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company The Notes will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date be redeemed in whole (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to ) at the Special Mandatory Redemption Date will be payable Price if the Escrow Agent has not received, at or prior to 11:00 a.m. (London time) on the Escrow Expiration Date, the First Officers’ Certificate and the Second Officers’ Certificate (as each term is defined in the Escrow Agreement) or if, prior to such Interest Payment Dates date, the Escrow Agent has received an officers’ certificate (the “Mandatory Redemption Officers’ Certificate”) from Indirect Parent and the Issuer that the Merger Agreement has been terminated or that conditions to the registered Holders as release of the close of business Escrow Amount will not be satisfied prior to the Escrow Expiration Date. In such event, the Escrow Agent shall promptly notify the Trustee in writing on the relevant record dates earlier of the date of receipt of the Mandatory Redemption Officers’ Certificate or the Escrow Expiration Date that the Notes are to be redeemed on the Special Redemption Date, in each case in accordance with the applicable provisions of this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionThe Trustee, the Company will cause a notice to be sent within five Business Days after the occurrence following receipt of the event that requires notice from the Company to redeem this Note to Escrow Agent specified above, on the registered address of Mandatory Redemption Notice Date, shall promptly notify each Holder, Holder (with a copy to the Trustee. If funds sufficient to pay Escrow Agent) no later than one Business Day after the receipt of such written notification that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Redemption Date automatically and without any further action by such Holders of this Note the Notes. Such notice shall be sent by the Trustee on behalf of the Issuer in the manner and shall contain the information set forth in Section 1005 and shall not be conditional. At or prior to 12:00 p.m. (New York time) on the Special Redemption Date, the Escrow Agent shall promptly release from the Escrow Account (I) first, to the Paying Agent as per the written instructions of the Trustee (which shall specify the Special Mandatory Redemption Date are deposited with Price and the Trustee on or before such Special Mandatory Redemption Datewire payment instructions), plus accrued an amount equal to the lesser of (A) the Escrow Amount and unpaid interest to, but excluding, (B) the aggregate amount of the Special Mandatory Redemption DatePrice and (II) second, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect the remainder of the right to receive Escrow Amount (if any) to, or at the written direction of, the Issuer. In the event that the amount of funds in the escrow account is less than the aggregate amount of the Special Mandatory Redemption PricePrice as provided in the Escrow Agreement, plus accrued the Issuer and unpaid interest toIndirect Parent shall pay to the Paying Agent, but excludingat or prior to 12:00 p.m. (London time) on the Special Redemption Date, cash equal to such shortfall so as to permit all outstanding Notes to be redeemed on the Special Redemption Date at the Special Mandatory Redemption Date). The Acquisition Agreement and Price in accordance with the terms of the Visa Europe Acquisition may be modified without the consent of any Holder applicable provisions of this NoteIndenture. Any Special Mandatory Redemption pursuant to this Section 1009 shall be subject to Section 1007.

Special Mandatory Redemption. In the event that (1) the Company Closing Date does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) take place on or prior to the Visa Europe Outside DateApril 27, 2016 or if, on or (2) at any time prior to the Visa Europe Outside DateApril 27, 2016, the Acquisition Agreement is terminated other than as (any such event being a result of consummating the Visa Europe Acquisition“Mandatory Redemption Event”), the Company Escrow Issuer will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% all of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Notes (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior ) at a price equal to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as 100% of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence initial issue price of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, Notes plus accrued and unpaid interest to, but excludingnot including, the Special Redemption Date (as defined below) (such price, the “Special Redemption Price”). In addition, the Notes may also be redeemed, at the Issuer’s option, in whole, but not in part, at any time prior to April 27, 2016, if, in the reasonable judgment of CommScope, the BNS Acquisition will not be consummated by April 27, 2016 (the “Special Optional Redemption”), at the Special Redemption Price. Notice of the occurrence of a Mandatory Redemption Event or the exercise of a Special Optional Redemption, as applicable, will be delivered by the Escrow Issuer (a “Special Redemption Notice”) within one Business Day following the occurrence of a Mandatory Redemption Event or the determination by the Escrow Issuer to exercise the Special Optional Redemption to the Trustee and the Escrow Agent. Concurrently with the delivery of the Special Redemption Notice, the Escrow Issuer will instruct the Trustee to, at the Escrow Issuer’s expense, deliver on the date the Special Redemption Notice is delivered, provided that it is received by the Trustee and the Escrow Agent by 11:00 a.m. local time in the City of New York (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of the DTC), a notice that a Special Mandatory Redemption or a Special Optional Redemption, as applicable, will occur in the form described in the Escrow Agreement. On a date selected by the Escrow Issuer for the consummation of the Special Optional Redemption (which date shall not be sooner than three Business Days after delivery of such notice of a Mandatory Redemption Event or the exercise of a Special Optional Redemption), the Escrow Issuer will consummate the Special Mandatory Redemption or the Special Optional Redemption, as applicable (the date of such redemption, the “Special Redemption Date”). Upon the consummation of the BNS Acquisition, the provisions of this Note Section 5.9 will cease to bear interest and all rights under this Note shall terminate (other than apply. If in respect the event that the Trustee does not have sufficient funds on hand to redeem in full the Notes on the Special Redemption Date as of 10:00 a.m. on the Special Redemption Date due to the failure of the right Escrow Issuer to receive deposit with the Special Mandatory Redemption Price, plus Trustee sufficient funds to pay all accrued and unpaid interest toon the Notes, but excludingthen the Trustee shall nevertheless distribute the funds on hand to the Holders on the Special Redemption Date, or such later date as may be required by the procedures of the Depository, as a default distribution under Section 6.10 of this Indenture and thereafter, the Special Mandatory Redemption Date). The Acquisition Agreement and Trustee may seek any shortfall on the terms Notes, including additional interest that may be due on the unpaid portion of the Visa Europe Acquisition may be modified without Notes, from the consent Escrow Issuer or CommScope in respect of any Holder of this Noteits obligations under the Company Agreement.

Special Mandatory Redemption. In If (a) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate pursuant to Section 3.25 of the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Indenture on or prior to the Visa Europe Outside Date, Escrow End Date or if, on or prior to (b) the Visa Europe Outside Date, Issuer notifies the Escrow Agent and the Trustee in writing that the Issuer will not pursue the consummation of the Acquisition and that the Agreement is and Plan of Merger has been terminated other than as in accordance with its terms (each of the above, a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceEvent”) equal ), then the Escrow Agreement provides that the Escrow Agent shall, without the requirement of notice to 101% of or action by the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excludingIssuer, the Special Mandatory Redemption Date Trustee or any other Person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes (the “Special Mandatory Redemption”). Notwithstanding ) on the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to third Business Day following the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event (the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price equal to the issue price of the Notes, plus accrued and unpaid interest from the Issue Date to, but excludingexcluding the Special Mandatory Redemption Date. On or prior to any Special Mandatory Redemption Date, the Issuer will deposit with the Trustee funds necessary to pay any accrued and unpaid interest on the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, this Note after payment of any fees and expenses owed to the Trustee and the Escrow Agent, the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Issuer any Escrowed Property in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, Redemption. Upon the occurrence of a Special Mandatory Redemption Date). The Acquisition Agreement Event, the Issuer will send notice of a redemption to the Holders and the terms Trustee containing the information required by Section 5.3 of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteIndenture.

Special Mandatory Redemption. In (a) If the event that closing of the Company does FLIR Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) occurred on or prior to the Visa Europe Outside Dateearlier of (i) December 31, or if2021 and (ii) the date the Merger Agreement, on or prior including any amendment thereof, is terminated, according to the Visa Europe Outside Dateits terms (each, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceEvent”) ), the Company shall redeem the 2023 Notes, the 2024 Notes, the 2026 Notes, and the 2031 Notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of this Notesuch Notes, plus accrued and unpaid interest, if any, to, interest on the principal amount of such Notes to but excluding, excluding the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Upon the foregoing, installments occurrence of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the a Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionEvent, the Company will shall promptly (but in no event later than five calendar days following such Special Mandatory Redemption Event) cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holderdelivered electronically or mailed, with a copy to the Trustee, to each Holder at its registered address (such date of notification to the Holders, the “Redemption Notice Date”). If The notice shall inform Holders that the Notes will be redeemed on the tenth calendar day (or if such day is not a Business Day, the first Business Day thereafter) following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) and that all of the outstanding Notes to be redeemed shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. On the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price of this Note Price. If such deposit is made as provided above, the Notes to be redeemed will cease to bear interest on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If the event that the Company Issuer does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Altera Acquisition on or prior to the Visa Europe Outside DateDecember 31, 2016 or if, on or prior to the Visa Europe Outside Datesuch date, the Acquisition Altera Merger Agreement is terminated other than as a result of consummating the Visa Europe Altera Acquisition, then the Company Issuer will be required to redeem this Note all outstanding Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) Price equal to 101% of the aggregate principal amount of this Note, the Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the such redemption, a “Special Mandatory Redemption”). Notice of any Special Mandatory Redemption will be electronically delivered or mailed within five Business Days after the occurrence of the event triggering the Special Mandatory Redemption to each holder of the Notes to be redeemed. If funds sufficient to pay the Redemption Price for such Special Mandatory Redemption of the outstanding Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, and the other conditions related to such redemption under the Indenture are satisfied, on and after such Special Mandatory Redemption Date, the outstanding Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on this Note that are due Notes falling after the occurrence of an event triggering a Special Mandatory Redemption and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such the Interest Payment Dates Date to the registered Holders as of the close of business on the relevant record dates in accordance with this Note Regular Record Date according to the Notes and the Indenture. If the Company is required to redeem this Note pursuant , subject to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence applicable procedures of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteDepositary.

Special Mandatory Redemption. In If (i) the event that Escrow Agent and the Company does Trustee shall not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior have received an Officer’s Certificate certifying that, pursuant to the Visa Europe Outside DateEscrow Agreement, or ifthe release conditions therein have been satisfied (such Officer’s Certificate, a “Release Request”), on or prior to the Visa Europe Outside Date, Escrow End Date or (ii) the Acquisition Agreement is terminated other than as a result of consummating Company shall have notified the Visa Europe Acquisition, Escrow Agent and the Trustee that the Company will redeem this Note not pursue the consummation of the Aurizon Transaction (the date on which the earlier of (i) or (ii) occurs, the “Escrow Termination Date”), then (A) the Escrow Agent shall, pursuant to the terms of the Escrow Agreement and without the requirement of notice or action by the Company, the Trustee or any other Person, promptly release the Escrowed Property (including investment earnings) to the Trustee for application as payment to the Holders of the Special Mandatory Redemption Date at a redemption price Amount, (the “Special Mandatory Redemption Price”B) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to shall deposit with the Special Mandatory RedemptionTrustee cash in United States dollars sufficient, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, when taken together with a copy to the Trustee. If funds sufficient such released Escrowed Property to pay the Special Mandatory Redemption Price of this Note Amount in accordance with Section 3.05, (C) on the fifth (5th) Business Day following the Escrow Termination Date (the “Escrow Redemption Date”), the Company shall redeem the Notes at the Special Mandatory Redemption Date are deposited with Amount (such redemption, a “Special Mandatory Redemption”) and (D) the Trustee on will pay to the Company any Escrowed Property (or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect investment earnings) remaining after redemption of the right to receive Notes and payment of any unpaid expenses of the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement Trustee and the terms of Escrow Agent payable in accordance with this Indenture or the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteEscrow Agreement.

Special Mandatory Redemption. In the event that (a) the Company does Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to September 27, 2021 (or such later date that is the Visa Europe “Outside Date, ” as defined in and under the Acquisition Agreement) or if, on or (b) at any time prior to September 27, 2021 (or such later date that is the Visa Europe “Outside Date” as defined in and under the Acquisition Agreement), the Acquisition Agreement is terminated other than as without the Acquisition being consummated (any such event being a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will redeem this Note on all of the Notes (the “Special Mandatory Redemption Date Redemption”), at a price equal to 100% of the issue price of the Notes plus accrued and unpaid interest to, but excluding, the date of redemption price date (the “Special Mandatory Redemption Price”) equal to 101% ). For purposes of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excludingforegoing, the Acquisition will be deemed consummated if the closing under the Acquisition Agreement occurs, including after giving effect to any amendments to the Acquisition Agreement or waivers thereunder acceptable to the Company. Notice of the occurrence of a Special Mandatory Redemption Date Event and that a Special Mandatory Redemption is to occur (the “Special Mandatory RedemptionRedemption Notice”). Notwithstanding , shall be delivered to the foregoing, installments Trustee and delivered to Holders of interest on this Note that are due and payable on Interest Payment Dates falling on or prior Notes according to the procedures of DTC within 10 Business Days after the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event. At the registered Holders as of Company’s written request, the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to Trustee shall give the Special Mandatory RedemptionRedemption Notice in the Company’s name and at the Company’s expense. On the redemption date specified in the Special Mandatory Redemption Notice, which shall be no more than 10 Business Days (or such other minimum period as may be required by DTC) after mailing or sending the Special Mandatory Redemption Notice, the Company will cause a notice to be sent within five Business Days after special mandatory redemption shall occur (the occurrence date of such redemption, the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee“Special Mandatory Redemption Date”). If funds sufficient to pay the Special Mandatory Redemption Price of this Note all of the Notes on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will the Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest toall rights under such Notes shall terminate. Upon the consummation of the Acquisition, but excluding, the foregoing provisions regarding the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate described in the acquisition definition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Release Date” on or prior to 5:00 p.m. (New York City time) on the Visa Europe Outside Date, Escrow End Date or if, (ii) the Company notifies the Escrow Agent in writing on or prior to 5:00 p.m. (New York City time) on the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, Escrow End Date that the Company will not pursue the Separation, then the Escrow Agent shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee (x) in the case of the foregoing clause (i), within three Business Days of the Escrow End Date and (y) in the case of the foregoing clause (ii), within three Business Days of the date such notice is delivered to the Escrow Agent, and in either case, the Trustee shall apply (or cause a paying agent to apply) such proceeds, together with cash received pursuant to the L Brands Commitment, to redeem this Note the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the Trustee (the “Special Mandatory Redemption Date Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateNotes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease . In the event that there are insufficient funds in the Escrow Account to bear interest and all rights under this Note shall terminate (other than in respect of pay the right to receive the aggregate Special Mandatory Redemption PricePrice for all Notes, plus accrued and unpaid interest tothe Company shall separately transfer to the Trustee an amount in cash equal to such shortfall, but excluding, including cash received pursuant to the L Brands Commitment. On the Special Mandatory Redemption Date). The Acquisition Agreement and , the terms Trustee shall pay to the Company any Escrowed Property in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this NoteSpecial Mandatory Redemption.

Special Mandatory Redemption. In the event that (a) the Company does Escrow Outside Date occurs and the Escrow Agent shall not consummate have received the acquisition Officer’s Certificate pursuant to the terms of Visa Europe Limited the Escrow Agreement on or prior to such date, (b) the “Visa Europe Acquisition”) Issuer informs the Escrow Agent in writing that, in the reasonable judgment of the Issuer, the ADESA U.S. Auction Acquisition will not be consummated on or prior to the Visa Europe Escrow Outside Date, Date or if, on or (c) the Issuer informs the Escrow Agent in writing that the Share Purchase Agreement has been terminated prior to the Visa Europe Escrow Outside Date (the date of any such event being the “Special Termination Date”), the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company Issuer will redeem this Note on the Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount initial issue price of this Notethe outstanding Notes, plus accrued and but unpaid interestinterest on such Notes, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date (as defined below), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Notice of the Special Mandatory Redemption will be delivered by the Issuer no later than one Business Day following the Special Termination Date, to the Trustee, the Paying Agent (if other than the Trustee) and the Escrow Agent, and will provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given by the Issuer in accordance with the terms of the Escrow Agreement (the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on ) or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates otherwise in accordance with this Note and the Indentureprocedures of DTC or of Euroclear or Clearstream, as applicable. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note will cease the Escrow Agent shall pay to bear interest and all rights under this Note shall terminate (other than in respect the Paying Agent for payment to each Holder of the right Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes and, concurrently with the payment to receive such Holders, deliver any excess Escrowed Property (if any) to the Issuer. The Escrow Account will not include cash to fund premium or any accrued and unpaid interest owing to Holders of the Notes, which is included in the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, . In the event that the Special Mandatory Redemption Date). The Acquisition Agreement Price payable upon such Special Mandatory Redemption for the Notes exceeds the amount of the applicable Escrowed Property, the Issuer will be required to fund the difference between the applicable Special Mandatory Redemption Price and the terms amount of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteapplicable Escrowed Property.

Special Mandatory Redemption. In The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Company does Escrow Release Date has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) occurred on or prior to the Visa Europe later of (1) May 31, 2021 and (2) any date to which the “Outside Date” under the Merger Agreement has been extended (such later date, the “Merger Agreement Termination Date”) or if, (ii) on or any date prior to the Visa Europe Outside DateMerger Agreement Termination Date (any such date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition“Determination Date”), the Company has determined, in its reasonable judgment, that the Escrow Release Conditions will redeem this Note on not be satisfied by the Merger Agreement Termination Date. The Company or, upon the receipt of written instruction from the Company accompanied by an Officers’ Certificate, the Trustee, will send a notice of the Special Mandatory Redemption to Holders of the Notes no later than the earlier of three Business Days after the Merger Agreement Termination Date at a redemption price or the Determination Date, as applicable. The Notes will be redeemed five Business Days following the date of the notice of the Special Mandatory Redemption (the “Special Mandatory Redemption PriceDate”) equal to 101). The redemption price for any Special Mandatory Redemption will be 100% of the aggregate principal amount initial issue price of this Notethe Notes to be redeemed, plus accrued and unpaid interest, if anyinterest on the Notes from the Issue Date, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note all Notes on the Special Mandatory Redemption Date are deposited with the Trustee Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, 11:00 a.m. on the Special Mandatory Redemption Date, this Note the Notes will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, on the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If (i) the event Escrow Agent has not received the Officers’ Certificate pursuant to the Escrow Agreement providing for the Escrow Release prior to the Escrow End Date and the Escrow Agent does not receive such Officers’ Certificate on the Escrow End Date or (ii) the Company notifies the Escrow Agent and the Trustee in writing that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition or that the Agreement is and Plan of Merger has been terminated other than as in accordance with its terms (each of the above, a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceEvent”), then the Escrow Agent shall, without the requirement of notice to or action by the Company, the Trustee or any other person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof) equal to 101% the Trustee. The Company shall send or cause to be sent a notice of redemption to the Holders of the aggregate principal amount of this Note, plus accrued Notes and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Trustee shall apply (or cause a paying agent to apply) such proceeds to redeem the Notes (the “Special Mandatory Redemption”). Notwithstanding ) on the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to third Business Day following the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event (the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest from the Issue Date, or the most recent date to which interest has been paid, as the case may be, to, but excluding, excluding the Special Mandatory Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). On the Special Mandatory Redemption Date, this Note after deduction of its and the Escrow Agent’s reasonable fees and expenses, if any, the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Company any Escrowed Property in respect excess of the right amount necessary to receive affect the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteRedemption.

Special Mandatory Redemption. In If the event that the Company does Merger is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) completed on or prior to the Visa Europe Escrow Outside Date, or or, if, on or prior to the Visa Europe Outside Datesuch date, the Acquisition Transaction Agreement is terminated other than as a result of consummating the Visa Europe Acquisitionterminated, the Company will Issuer shall redeem this Note on all of the 2023 Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe 2023 Notes, plus accrued and but unpaid interest, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and the Trustee shall, no later than five Business Days following receipt of such notice from the Issuer, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”) that the Notes shall be redeemed on the 15th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in each case in accordance with this Note and the applicable provisions of the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionThe Trustee, the Company will cause a notice to be sent within five Business Days after the occurrence upon receipt of the event notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of the Indenture that requires all of the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Outstanding Notes will be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with automatically and without any further action by the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, Holders. On the Special Mandatory Redemption Date, this Note will cease the Issuer shall cause the Escrow Agent to bear interest and all rights under this Note shall terminate (other than in respect of pay to the right Paying Agent for payment to receive each Holder the Special Mandatory Redemption PricePrice for such Holder’s Notes and, plus accrued and unpaid interest toconcurrently with the payment to such Holders, but excluding, deliver any excess Escrowed Property (if any) to the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteIssuer.

Special Mandatory Redemption. In (a) If (1) the event that consummation of the Company Acquisition does not consummate occur on or before August 28, 2023 (or such later date if the acquisition Outside Date (as defined in the Acquisition Agreement) is extended pursuant to the terms of Visa Europe Limited the Acquisition Agreement) (the “Visa Europe AcquisitionEnd Date”) or (2) the Company delivers a notice to the Trustee stating it has determined that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note all of the Notes issued on the Issue Date (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than ten days after the Acquisition Deadline, upon three days’ notice (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Company will promptly, and in any event not more than three days after the foregoingAcquisition Deadline, installments deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as Trustee, who will then promptly deliver such notice to each Holder of the close of business on the relevant record dates Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Notes are held by any depositary (including, without limitation, DTC) in accordance with this Note and the Indenturesuch depositary’s customary procedures, such notice of Special Mandatory Redemption to each Holder of Notes to be redeemed at its registered address. If Unless the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence defaults in payment of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note Price, on the Special Mandatory Redemption Date are deposited with the Trustee on or before and after such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of accrue on the right Notes to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteredeemed.

Special Mandatory Redemption. In the event that the Company If (i) Opco does not consummate complete the acquisition of Visa Europe Limited Prospect Medical Real Estate Acquisition (on the “Visa Europe Acquisition”terms as described in the Prospectus as such transaction may be modified or amended) on or prior to 180 days after the Visa Europe Outside Issue Date or (ii) prior to 180 days after the Issue Date, Opco determines not to consummate the Prospect Medical Real Estate Acquisition (as such transaction may be modified or ifamended) (each, on or prior to a “Special Mandatory Redemption Trigger”), then the Visa Europe Outside Date, Issuers shall redeem all of the Acquisition Agreement is terminated other than as a result of consummating outstanding Notes (the Visa Europe Acquisition, the Company will redeem this Note “Special Mandatory Redemption”) on the Special Mandatory Redemption Date (as defined below) at a redemption price (the “Special Mandatory Redemption Price”) equal to 10199.50% of the aggregate principal amount of this Notesuch Notes, plus accrued and unpaid interest, if any, thereon from and including the Issue Date, or the most recent date to which interest has been paid, whichever is later, up to, but excluding, the Special Mandatory Redemption Date Date. The Issuers shall cause a notice of Special Mandatory Redemption to be delivered to the Trustee and the Holders of the Notes no later than the next Business Day following the Special Mandatory Redemption Trigger and shall provide for the redemption of all of the outstanding Notes on the third Business Day following the Special Mandatory Redemption Trigger date (as may be extended to comply with applicable procedures of the Depositary) (the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price of this Note such amount of Notes being redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will such Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Pricespecial mandatory redemption price, plus accrued and unpaid interest to, but excluding, all rights under such Notes subject to the Special Mandatory Redemption Date)shall terminate. The Acquisition Agreement form and the terms of the Visa Europe Prospect Medical Real Estate Acquisition may be modified or amended without the consent of the Holders of the Notes offered hereby and any Holder such modification or amendment would not constitute a Special Mandatory Redemption Trigger. Upon the occurrence of the closing of the Prospect Medical Real Estate Acquisition, the foregoing provisions in this NoteSection 9 regarding the Special Mandatory Redemption shall cease to apply.

Special Mandatory Redemption. In If (i) the event that the Company does Shire Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been consummated on or prior to the Visa Europe Outside DateLong Stop Date or (ii) the Company otherwise publicly announces that the Shire Acquisition will not be consummated, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, then the Company will be required to redeem this Note all outstanding Notes on the Special Mandatory Redemption Date at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates Record Dates in accordance with the terms of the Notes and this Note and the IndentureAgreement. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the The Company will cause a the notice of special mandatory redemption to be sent transmitted, with a copy to the Fiscal Agent, within five Business Days after the occurrence of the event that requires triggering the Company special mandatory redemption to redeem this Note to the each Holder at its registered address of each Holder, with a copy to the Trusteeaddress. If funds sufficient to pay the Special Mandatory Redemption Price special mandatory redemption price of this Note the outstanding notes to be redeemed on the Special Mandatory Redemption Date (plus accrued and unpaid interest, if any, to, but excluding, such date) are deposited with the Trustee Fiscal Agent or a paying agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest tocertain other conditions are satisfied, but excluding, the on and after such Special Mandatory Redemption Date, this Note the outstanding Notes will cease to bear interest and all rights under this Note shall terminate (other than in respect interest. Upon the consummation of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excludingShire Acquisition, the Special Mandatory Redemption Date). The Acquisition Agreement and foregoing provisions regarding the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notespecial mandatory redemption will cease to apply.

Special Mandatory Redemption. In the event that (a) the Company Bridger Logistics Acquisition does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) take place on or prior to October 1, 2015 (the Visa Europe “Outside Date, ”) or if, on or (b) at any time prior to the Visa Europe Outside Date, the Bridger Logistics Acquisition Agreement is terminated other than as (any such event being a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Issuers will redeem all of the Notes (the “Special Mandatory Redemption”) at a price equal to 100.00% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date to, but not including, the redemption price date (the “Special Mandatory Redemption Price”) equal to 101% ). Notice of the aggregate principal amount occurrence of this Note, plus accrued and unpaid interest, if any, to, but excluding, the a Special Mandatory Redemption Date Event and that a Special Mandatory Redemption is to occur (the “Special Mandatory RedemptionRedemption Notice”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior ) shall be delivered to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Trustee and mailed by first class mail to each Holder’s registered address and, in addition, electronically delivered according to the registered Holders as procedures of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDTC, the Company will cause a notice to be sent within five Business Days after the occurrence Special Mandatory Redemption Event. At the Issuers’ written request, the Trustee shall give the Special Mandatory Redemption Notice in the Issuers’ names and at their expense. On such date specified in the Special Mandatory Redemption Notice as shall be no more than five Business Days (or such other minimum period not to exceed 30 days as may be required by DTC) after mailing the Special Mandatory Redemption Notice, the Special Mandatory Redemption shall occur (the date of such redemption, the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee“Special Mandatory Redemption Date”). If funds sufficient to pay the Special Mandatory Redemption Price of this Note all of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will the Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, all rights under such Notes shall terminate. Prior to the Special Mandatory Redemption Date). The Acquisition Agreement and or the terms consummation of the Visa Europe Acquisition may be modified without Bridger Logistics Acquisition, the consent Company will maintain the net proceeds from this offering on hand at all times (in cash or Cash Equivalents), however, Holders will not have any special access or rights to or a Lien or encumbrance of any Holder kind on such proceeds. Other than as specifically provided in this Section 3.10, any mandatory redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of this Note.Sections 3.01, 3.03, 3.04 and 3.05 hereof..

Special Mandatory Redemption. In the event that (a) the Company does Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe Outside DateAugust 12, 2018 or if, on or (b) at any time prior to the Visa Europe Outside DateAugust 12, 2018, the Acquisition Agreement is terminated other than as without the Acquisition being consummated (any such event being a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will redeem this Note on all of the notes (the “Special Mandatory Redemption Date Redemption”), at a price equal to 100% of the aggregate principal amount of the notes plus accrued and unpaid interest to, but not including, the redemption price date (the “Special Mandatory Redemption Price”) equal to 101% ). Notice of the aggregate principal amount occurrence of this Note, plus accrued and unpaid interest, if any, to, but excluding, the a Special Mandatory Redemption Date Event and that a Special Mandatory Redemption is to occur (the “Special Mandatory RedemptionRedemption Notice”). Notwithstanding , shall be delivered to the foregoingTrustee and mailed by first class mail or sent electronically to each holder of notes’ registered address or electronically delivered according to the procedures of DTC as to global notes, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to within ten business days after the Special Mandatory Redemption Date will be payable on Event. At the Company’s written request and provision of such Interest Payment Dates notice information fifteen days (or as otherwise acceptable to the registered Holders as Trustee) prior to the delivery of notice to Holders, the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to Trustee shall give the Special Mandatory RedemptionRedemption Notice in the Company’s name and at the Company’s expense. On such date specified in the Special Mandatory Redemption Notice as shall be no more than ten business days (or such other minimum period as may be required by DTC) after mailing or sending the Special Mandatory Redemption Notice, the Company will cause a notice to be sent within five Business Days after special mandatory redemption shall occur (the occurrence date of such redemption, the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee“Special Mandatory Redemption Date”). If funds sufficient to pay the Special Mandatory Redemption Price of this Note all of the notes on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will the notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest toall rights under such notes shall terminate. Upon the consummation of the Acquisition, but excluding, the foregoing provisions regarding the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In the event that the Company does proposed Cavium Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe Outside DateMarch 31, 2019, or if, on or prior to if the Visa Europe Outside Date, the Acquisition Merger Agreement is terminated other than as any time prior to such date (any of the foregoing, a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), then the Company will shall be required to redeem this Note the Securities on the Special Mandatory Redemption Date (such redemption, a “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Securities plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the Special Mandatory Redemption Date (the Date. The “Special Mandatory Redemption”)Redemption Date” shall be a date selected by the Company that is no later than 30 days following any Special Mandatory Redemption Event. Notwithstanding the foregoing, installments of interest on this Note Securities that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders of such Securities as of the close of business on the relevant record dates Record Dates in accordance with this Note the terms of the Securities and the Indenture. If The Company shall cause the Company is required notice of Special Mandatory Redemption to redeem this Note pursuant be sent, with a copy to the Special Mandatory RedemptionTrustee, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company a Special Mandatory Redemption Event to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price price of this Note the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note such Securities will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In If the event that (a) the Company does Escrow Release Conditions (including the consummation of the 2021 Equity Offering) are not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) satisfied on or prior to the Visa Europe Outside DateRedemption Deadline or (b) at any time prior to the Redemption Deadline, the Escrow Release Conditions are deemed, in the good faith judgment of the Issuer or ifthe Parent Guarantor, to be incapable of being satisfied on or prior to the Visa Europe Outside DateRedemption Deadline (any such event being a “Special Mandatory Redemption Event”), the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company Issuer will redeem this Note on the Notes (the “Special Mandatory Redemption”) no later than three Business Days following the Special Mandatory Redemption Date at a redemption price Event (or otherwise in accordance with the applicable procedures of DTC) (the “Special Mandatory Redemption PriceDate”) at a price equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Upon notice by the foregoingIssuer that a Special Mandatory Redemption Event has occurred, installments of interest on this Note that are due and payable on Interest Payment Dates falling the Escrow Agent shall promptly liquidate the Escrowed Property and, on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Date, release the Escrowed Property to the registered Holders as of the close of business on the relevant record dates in accordance with this Note Trustee and the IndentureIssuer shall pay the difference between the aggregate Special Mandatory Redemption Price and the Escrowed Property to the Trustee on or prior to the Special Mandatory Redemption Date. If the Company is required to redeem this Note pursuant to In connection with the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after Issuer shall provide the Trustee with an Officer’s Certificate and Opinion of Counsel each stating that: (a) the Escrow Release is authorized or permitted by the terms of the Indenture, Notes and Escrow Agreement, and (b) all conditions precedent for such Escrow Release and Special Mandatory Redemption in the Indenture, Notes and Escrow Agreement have been satisfied. Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall promptly (but in no event that requires later than two Business Days following such Special Mandatory Redemption Event) notify the Company to redeem this Note Holders, the Escrow Agent, and the Trustee in writing (such date of notification to the registered address Holders, the “Redemption Notice Date”) that the Notes shall be redeemed on the Special Mandatory Redemption Date, in each case in accordance with the applicable provisions of this Indenture and the applicable procedures of DTC. The Issuer shall notify each Holder, Holder in accordance with a copy to the Trustee. If funds sufficient to pay applicable provisions of this Indenture that all of the outstanding Notes will be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with automatically and without any further action by the Holders. The Issuer may request that the Trustee on or before provide such notice of Special Mandatory Redemption Dateon the Issuer’s behalf and (no later than one Business Day prior to when notice is sent to Holders) shall notify the Trustee in an Officer’s Certificate of (i) the Section of this Indenture pursuant to which the Special Mandatory Redemption shall occur, plus accrued and unpaid interest to, but excluding, (ii) the Special Mandatory Redemption Date, this Note will cease (iii) the principal amount of Notes to bear interest be redeemed, (iv) the redemption price and all rights under this Note shall terminate (other than in respect v) attach a form of notice to holders of such Special Mandatory Redemption. No provisions of the right Escrow Agreement may be waived or modified in any manner materially adverse to receive the Special Mandatory Redemption PriceHolders of the Notes without the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. By its acceptance of a Note, plus accrued each Holder shall be deemed to have authorized and unpaid interest to, but excluding, directed the Special Mandatory Redemption Date). The Acquisition Agreement Trustee and the terms of Escrow Agent to enter into and perform its obligations, if any, under the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteEscrow Agreement.

Special Mandatory Redemption. In If the event that the Company does proposed Inphi Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to June 29, 2021 (or such later date as the Visa Europe Outside Dateparties may designate in accordance with the Merger Agreement, up to March 1, 2022), or if, on or prior to if the Visa Europe Outside Date, the Acquisition Merger Agreement is terminated other than as any time prior to such date (any of the foregoing, a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), then the Company will shall be required to redeem this Note the Securities then outstanding on the Special Mandatory Redemption Date (such redemption, a “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Securities plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the Special Mandatory Redemption Date (the Date. The “Special Mandatory Redemption”)Redemption Date” shall be a date selected by the Company that is no later than 30 days following any Special Mandatory Redemption Event. Notwithstanding the foregoing, installments of interest on this Note Securities that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders of such Securities as of the close of business on the relevant record dates Record Dates in accordance with this Note the terms of the Securities and the Indenture. If the The Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will shall cause a notice of Special Mandatory Redemption to be sent sent, with a copy to the Trustee, within five Business Days after the occurrence of the event that requires the Company a Special Mandatory Redemption Event to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price price of this Note the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note such Securities will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In If (i) the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Agent receives on or prior to the Visa Europe Outside Date, Redemption Trigger Date the Release Certificate certifying that Cardinal Health has made an Abandonment Announcement prior to the Redemption Trigger Date or if(ii) the Escrow Agent has not received, on or prior to the Visa Europe Outside DateRedemption Trigger Date the Release Certificate certifying as to the matters listed in Section 3.2(a) or Section 3.2(b) (each, a “Special Mandatory Redemption Event”), then the Acquisition Agreement is terminated other than as a result Escrow Agent shall promptly notify the Trustee in writing and the Trustee, on the next business day, shall on behalf of consummating the Visa Europe Acquisition, the Company send a Redemption Notice (as defined below) to each Holder notifying such Holders that all of the outstanding Notes shall be redeemed on the day which is five business days from the earlier of the date of the Abandonment Announcement and the Redemption Trigger Date (the “Special Redemption Date”). The Trustee will instruct the Escrow Agent to, and in accordance with such instruction the Escrow Agent shall, release the Account Funds to the paying agent for the Notes solely to redeem this Note the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as offering price of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, Notes plus accrued and unpaid interest to, but excluding, to the redemption date (the “Redemption Payment”). The Trustee shall mail or cause to be mailed on the Business Day following the Special Mandatory Redemption DateEvent, this Note will cease by first class mail, a notice of redemption (the “Redemption Notice”), to bear interest and all rights under this Note be prepared by the Company, to each holder of Notes at such holder’s registered address appearing in the Security Register which notice shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.state:

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate described in the acquisition definition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Release Date” on or prior to close of business on the Visa Europe Outside Escrow End Date, (ii) the Issuer notifies the Escrow Agent in writing that the Issuer will not pursue the Spin-Off or if, on otherwise announces that it will not pursue the consummation of the Spin-Off or prior (iii) the Issuer fails to deposit (or cause to be deposited) any amounts required to be deposited into the Escrow Account pursuant to the Visa Europe Outside DateEscrow Agreement as and when required, then the Escrow Agent shall, without the requirement of notice to or action by the Issuer, the Acquisition Agreement is terminated Trustee or any other than as Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a result of consummating paying agent to apply) such proceeds to redeem the Visa Europe Acquisition, Initial Notes (the Company will redeem this Note “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the Trustee (the “Special Mandatory Redemption Date Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate issue price of the Initial Notes issued on the Issue Date (which issue price was 98.266% of the principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”such Notes). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, . On the Special Mandatory Redemption Date). The Acquisition Agreement and , the terms Trustee will pay to the Issuer any Escrowed Property in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this NoteSpecial Mandatory Redemption.

Special Mandatory Redemption. In If the event that (a) the Company does Escrow Release Conditions (including the consummation of the 2021 Equity Offering) are not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) satisfied on or prior to the Visa Europe Outside DateRedemption Deadline or (b) at any time prior to the Redemption Deadline, the Escrow Release Conditions are deemed, in the good faith judgment of the Issuer or ifthe Parent Guarantor, to be incapable of being satisfied on or prior to the Visa Europe Outside DateRedemption Deadline (any such event being a “Special Mandatory Redemption Event”), the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company Issuer will redeem this Note on the Notes (the “Special Mandatory Redemption”) no later than three Business Days following the Special Mandatory Redemption Date at a redemption price Event (or otherwise in accordance with the applicable procedures of DTC) (the “Special Mandatory Redemption PriceDate”) at a price equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Upon the foregoingoccurrence of a Special Mandatory Redemption Event, installments the Issuer shall promptly (but in no event later than two Business Days following such Special Mandatory Redemption Event) notify the Holders, the Escrow Agent, and the Trustee in writing (such date of interest notification to the Holders, the “Redemption Notice Date”) that the Notes shall be redeemed on the Special Mandatory Redemption Date, in each case in accordance with the applicable provisions of this Note Indenture and the applicable procedures of DTC. The Issuer shall notify each Holder in accordance with the applicable provisions of this Indenture that are due all of the outstanding Notes will be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and payable without any further action by the Holders. The Issuer may request that the Trustee provide such notice of Special Mandatory Redemption on Interest Payment Dates falling the Issuer’s behalf and (no later than one Business Day prior to when notice is sent to Holders) shall notify the Trustee in an Officer’s Certificate of (i) the Section of this Indenture pursuant to which the Special Mandatory Redemption shall occur, (ii) the Special Mandatory Redemption Date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price and (v) attach a form of notice to holders of such Special Mandatory Redemption. Upon notice by the Issuer that a Special Mandatory Redemption Event has occurred, the Escrow Agent shall promptly liquidate the Escrowed Property and, on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Date, release the Escrowed Property to the registered Holders as of the close of business on the relevant record dates in accordance with this Note Trustee and the IndentureIssuer shall pay the difference between the aggregate Special Mandatory Redemption Price and the Escrowed Property to the Trustee on or prior to the Special Mandatory Redemption Date. If the Company is required to redeem this Note pursuant to In connection with the Special Mandatory Redemption, and in accordance with the Company will cause a notice to be sent within five Business Days after Escrow Agreement, the occurrence Issuer shall provide the Trustee with an Officer’s Certificate and Opinion of Counsel each stating that: (a) the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Escrow Release and Special Mandatory Redemption Price is authorized or permitted by the terms of this Note on the Indenture, Notes and Escrow Agreement, and (b) all conditions precedent for such Escrow Release and Special Mandatory Redemption Date are deposited with in this Indenture, Notes and Escrow Agreement have been satisfied. No provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. By its acceptance of a Note, each Holder shall be deemed to have authorized and directed the Trustee on or before such Special Mandatory Redemption Dateand the Escrow Agent to enter into and perform its obligations, plus accrued and unpaid interest toif any, but excludingunder the Escrow Agreement. The Issuer, the Special Mandatory Redemption Date, this Note will cease to bear interest Parent Guarantor and all rights under this Note shall terminate the Notes Secured Parties (other than in respect by their acceptance of the right Notes), hereby authorize and direct the Trustee to receive enter into, execute and deliver the Special Mandatory Redemption PriceEscrow Agreement and to appoint Global Loan Agency Services Australia Specialist Activities Pty Limited as the escrow agent thereunder. It is agreed to by the Parties and the Notes Secured Parties (by their acceptance of the Notes) that: (i) the Trustee shall not have a security interest in the Escrowed Property, plus accrued (ii) the Trustee shall not have any liability or responsibility to any party for the conditions of release (as set forth in Section 7.2 of the Escrow Agreement) of the Escrowed Property by the Issuer; and unpaid interest to(iii) the Trustee shall not be liable for, but excludingnor have any responsibility to take any enforcement action, under, or as a result of, the Special Mandatory Redemption Date). The Acquisition Agreement Escrow Agreement, unless the Holders of a majority in aggregate principal amount of the outstanding Notes authorizes and directs the Trustee to take any such enforcement action in writing, and the terms of Trustee has been offered indemnity satisfactory to the Visa Europe Acquisition may Trustee against any costs, liability or expense to be modified without the consent of any Holder of this Noteincurred in compliance with such request.

Special Mandatory Redemption. In (a) If (x) the event that Air Amazonia Acquisition has not been consummated or the Company does conditions to the release of the Escrowed Property have not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been satisfied on or prior to the Visa Europe Outside DateDeadline or (y) if the Issuer shall, or if, on or prior to the Visa Europe Outside DateDeadline, notify the Acquisition Agreement is terminated other than as a result Trustee and the Escrow Agent in writing of consummating the Visa Europe Issuer’s announcement that it will not pursue the consummation the Air Amazonia Acquisition, the Company will redeem this Note Issuer will, on a day not more than three Business Days following the Deadline or the date of such notice, as applicable (such date, the “Special Mandatory Redemption Date at Date”), redeem an aggregate principal amount of the Securities equal to $45.0 million on a redemption price pro rata basis or by lot or such similar method and in accordance with the procedures of the Depositary subject to adjustments so no Note in an unauthorized denomination remains outstanding (the “Special Mandatory Redemption PriceRedemption”) at a price equal to 101100% of the aggregate principal amount of this Notethe Securities being redeemed, plus accrued and unpaid interest, if any, to, but excluding, interest to the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoing, installments Notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates delivered by the Issuer promptly to each Holder at its registered address, the Trustee and the Escrow Agent. Subject to the registered Holders as provisions of the close Escrow Agreement, upon receipt of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the notice of Special Mandatory Redemption, the Company Escrow Agent will cause promptly arrange for the release to the Trustee of a notice to be sent within five Business Days after the occurrence portion of the event that requires Escrowed Property held by it sufficient, as determined solely by the Company to redeem this Note to the registered address of each HolderIssuer, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on no later than the Business Day prior to the Special Mandatory Redemption Date are deposited with Date. Pursuant to the Trustee Escrow Agreement, on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note the Escrow Agent will cease pay by wire transfer or internal transfer of immediately available funds to bear the Trustee for payment to each Holder the Special Mandatory Redemption Price for such Holder’s Securities. After the Deadline, all interest earned on the Escrowed Property and all rights under this Note any other Escrowed Property that is not required to be applied towards a Special Mandatory Redemption shall terminate (other than be paid to the Issuer upon the Issuer’s written request in respect accordance with the terms of the right to receive Escrow Agreement. For the avoidance of doubt, it is acknowledged and agreed that in no event shall the Trustee or the Escrow Agent have any responsibility for determining or verifying the accuracy of the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate Officer’s Certificate described in the acquisition definition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Release Date” on or prior to close of business on the Visa Europe Outside Escrow End Date, (ii) the Issuer notifies the Escrow Agent in writing that the Issuer will not pursue the Spin-Off or if, on otherwise announces that it will not pursue the consummation of the Spin-Off or prior (iii) the Issuer fails to deposit (or cause to be deposited) any amounts required to be deposited into the Escrow Account pursuant to the Visa Europe Outside DateEscrow Agreement as and when required, then the Escrow Agent shall, without the requirement of notice to or action by the Issuer, the Acquisition Agreement is terminated Trustee or any other than as Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall apply (or cause a result of consummating paying agent to apply) such proceeds to redeem the Visa Europe Acquisition, Initial Notes (the Company will redeem this Note “Special Mandatory Redemption”) on the third Business Day following the date of the release of the Escrowed Property to the Trustee (the “Special Mandatory Redemption Date Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate issue price of the Initial Notes issued on the Issue Date (which issue price was 98.266% of the principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”such Notes). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, . On the Special Mandatory Redemption Date). The Acquisition Agreement and , the terms Trustee will pay to the Issuer any Escrowed Property in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this Note.Special Mandatory Redemption.]12

Special Mandatory Redemption. In the event that (a) the Company does Escrow Agent and the Trustee shall not consummate have received, on or prior to 5:00 p.m., New York City time, on the acquisition of Visa Europe Limited Outside Date, an officer’s certificate (in the “Visa Europe Acquisition”form attached to the Escrow Agreement as an exhibit) from the Escrow Issuer certifying that the conditions to the Escrow Release set forth in the Escrow Agreement will be met substantially concurrently with or promptly following the Escrow Release or (b) the Escrow Issuer shall notify the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined that the Escrow Release Date will not occur on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, Date and/or that the Acquisition Agreement is has been terminated other than (each such event described in clauses (a) and (b) above being referred to herein as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Escrow Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100.0% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date date of such redemption (the “Special Mandatory RedemptionRedemption Date”), which shall be the third Business Day following the Special Mandatory Redemption Event. Notwithstanding Within one (1) Business Day of the foregoingoccurrence of a Special Mandatory Redemption Event, installments of interest on this Note that are due and payable on Interest Payment Dates falling the Escrow Agent shall liquidate all Escrowed Property and, on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Date, release the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy Escrowed Property to the Trustee. If funds sufficient On the Business Day following the Special Mandatory Redemption Event, the Escrow Issuer (or the Trustee upon the written request of and at the expense of the Escrow Issuer) shall deliver a notice of redemption in accordance with the applicable procedures of the Depository to pay each holder of Notes that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited The Notes will be subject to a mandatory redemption (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding ) in the foregoing, installments event that either (i) the Escrow Proceeds have not been released to Opco for distribution in accordance with the terms and conditions of interest on this Note that are due and payable on Interest Payment Dates falling the Escrow Agreement (the “Release Date”) on or before the Escrow End Date or (ii) prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionEscrow End Date, the Company Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a “Trigger Date”). The Issuers will cause a notice of Special Mandatory Redemption substantially in the form required by Section 4.03 to be sent within delivered to the Holders, the Trustee and the Escrow Agent promptly, but in any event not later than five Business Days after the occurrence Trigger Date, and will redeem the Notes no later than five Business Days following the date of the event that requires the Company to redeem this Note notice of Special Mandatory Redemption. The aggregate redemption price for any Special Mandatory Redemption will be equal to the registered address aggregate offering price of each Holderthe Notes issued on the Issue Date, together with accrued and unpaid interest and Additional Amounts, if any, on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption. If the Escrow Agent receives a copy notice of a Special Mandatory Redemption pursuant to the Trusteeterms of the Escrow Agreement, the Escrow Agent will, upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds, if any, then held by it not later than the last Business Day prior to the date of the Special Mandatory Redemption. If funds sufficient Concurrently with the release of the amounts necessary to pay fund the Special Mandatory Redemption Price of this Note on to the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingPaying Agent, the Special Mandatory Redemption DateEscrow Agent will release any excess of Escrow Proceeds over the mandatory redemption price to the Issuers (less any amounts owing to the Escrow Agent), this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may Issuers will be modified without the consent of any Holder of this Notepermitted to use such excess Escrow Proceeds refunded to them at their discretion.

Special Mandatory Redemption. In (a) If (i) the event that consummation of the Company Acquisition does not consummate occur on or before December 31, 2021 (or such later date if the acquisition end date is extended pursuant to the terms of Visa Europe Limited the Acquisition Agreement) (the “Visa Europe AcquisitionEnd Date”) or (ii) the Issuer delivers a notice to the Trustee stating it has determined that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company Issuer will be required to redeem this Note all of the Notes issued on the Issue Date (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than ten days after the Acquisition Deadline, upon three days’ notice (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Issuer will promptly, and in any event not more than three days after the foregoingAcquisition Deadline, installments deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the Trustee, who will then promptly deliver such notice to each Holder of Notes at its registered Holders as of the close of business on the relevant record dates address or, with respect to Global Notes, in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the TrusteeDTC procedures. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note the aggregate principal amount of Notes being redeemed will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In (a) If the event that closing of the Company does Wencor Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) occurred on or prior to the Visa Europe Outside earlier of (i) February 14, 2024 (subject to extension to such later date to which the “Termination Date” (as defined in the Merger Agreement) may be extended in accordance with the terms of the Merger Agreement) and (ii) the date the Merger Agreement, or ifincluding any amendment thereof, on or prior is terminated, according to the Visa Europe Outside Dateits terms (each, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption PriceEvent”) ), the Company shall redeem the 2033 Notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of this Notesuch Notes, plus accrued and unpaid interest, if any, to, interest on the principal amount of such Notes to but excluding, excluding the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Upon the foregoing, installments occurrence of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the a Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionEvent, the Company will shall promptly (but in no event later than ten (10) calendar days following such Special Mandatory Redemption Event) cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holderdelivered electronically or mailed, with a copy to the Trustee, to each Holder at its registered address (such date of notification to the Holders, the “Redemption Notice Date”). If The notice shall inform Holders that the Notes will be redeemed on the tenth calendar day (or if such day is not a Business Day, the first Business Day thereafter) following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) and that all of the outstanding Notes to be redeemed shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. On the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price of this Note Price. If such deposit is made as provided above, the Notes to be redeemed will cease to bear interest on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that the Company If Actavis plc does not consummate the acquisition of Visa Europe Limited Allergan Acquisition (the “Visa Europe Acquisition”as defined below) on or prior to the Visa Europe Outside DateNovember 30, 2015, or if, on or the Merger Agreement (as defined below) is terminated any time prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated such date other than as a result of consummating the Visa Europe Allergan Acquisition, then the Company will shall be required to redeem this Note (a “Special Mandatory Redemption”) all of the Securities on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Securities (the “Special Mandatory Redemption Price”) plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the Date. The “Special Mandatory Redemption”)Redemption Date” means the earlier to occur of (1) December 31, 2015, if the Allergan Acquisition has not been consummated on or prior to November 30, 2015, or (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the termination of the Merger Agreement other than as a result of consummating the Allergan Acquisition. Notwithstanding the foregoing, installments of interest on this Note Securities that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will shall be payable on such Interest Payment Dates to the registered Holders holders as of the close of business on the relevant record dates in accordance with this Note the Securities and the Indenture. If The Company shall cause the Company is required to redeem this Note pursuant to the notice of Special Mandatory Redemption, the Company will cause a notice Redemption to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holdermailed, with a copy to the Trustee, within five business days after the occurrence of the event triggering the Special Mandatory Redemption to each holder at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest toany applicable conditions set forth in the Indenture are satisfied, but excluding, the on and after such Special Mandatory Redemption Date, this Note will the Securities shall cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In the event that the Company does closing of the Alion Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) occurred on or prior to the Visa Europe Outside earlier of (i) April 4, 2022 (the “End Date,” provided that, or if, on or prior if the End Date of the Alion Acquisition is extended for up to 60 days pursuant to the Visa Europe Outside Dateterms of the Alion Purchase Agreement, the Acquisition End Date will also be extended to the same extended date) and (ii) the date the Alion Purchase Agreement is terminated other than as (each, a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will be required to redeem this Note on the Special Mandatory Redemption Date Notes, in whole at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethereof, plus together with accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption”). Notwithstanding Upon the foregoing, installments occurrence of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the a Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionEvent, the Company will promptly (but in no event later than 10 business days following such Special Mandatory Redemption Event) cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holderdelivered electronically or mailed, with a copy to the Trustee, to each holder of the Notes at its registered address (such date of notification to the holders, the “Redemption Notice Date”). If For any Notes subject to redemption which are represented by global securities held on behalf of The Depository Trust Company, the Euroclear System or Clearstream Banking S.A., notices may be given by delivery of the relevant notices to The Depository Trust Company, Euroclear System or Clearstream Banking S.A. for communication to entitled account holders in substitution for the aforesaid mailing. The notice will inform holders that the Notes will be redeemed on the 30th day (or if such day is not a business day, the first business day thereafter) following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) and that all of the outstanding 2023 Notes and 2028 Notes will be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the holders of such Notes. At or prior to 12:00 p.m. (New York City time) on the business day immediately preceding the Special Mandatory Redemption Date, the Company will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price of this Note for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect . Upon the occurrence of the right consummation of the Alion Acquisition prior to receive the End Date set forth above, the foregoing provisions regarding the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In the event that (i) the Escrow Outside Date occurs and the Escrow Agent shall not have received the Escrow Release Officer’s Certificate on or prior to such date, (ii) the Company does informs the Escrow Agent and the Trustee in writing that, in the reasonable judgment of the Company, the Acquisition will not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) be consummated on or prior to the Visa Europe Escrow Outside Date, Date or if, on or (iii) the Company informs the Escrow Agent and the Trustee in writing that the Acquisition Agreement was terminated prior to the Visa Europe Escrow Outside Date (the date of any such event being the “Special Termination Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition”), the Company will redeem this Note on the Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below). Notice of a Special Mandatory Redemption will be delivered by the Company no later than three Business Days following the Special Termination Date, to the Trustee, the Escrow Agent and the Holders of the Notes, and will provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given by the Company in accordance with the terms of the Escrow Agreement (the “Special Mandatory RedemptionRedemption Date”)) or otherwise in accordance with the applicable procedures of DTC. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior Prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDate, the Company Escrow Agreement will cause a notice to be sent within five Business Days after provide that the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy Escrow Agent disburse to the Trustee. If funds sufficient , for further payment to pay the Special Mandatory Redemption Price of this Note each Holder on the Special Mandatory Redemption Date are deposited in accordance with this Indenture, the Trustee on or before such applicable Special Mandatory Redemption DatePrice for such Holder’s Notes and, plus accrued concurrently with the disbursement to the Trustee and unpaid interest toafter payment of any fees and expenses of the Trustee and the Escrow Agent, but excluding, deliver any excess Escrowed Property (if any) to the Company. The Special Mandatory Redemption Date, pursuant to this Note will cease Section 5.8 shall be made pursuant to bear interest and all rights under the procedures set forth in Section 5.1 to 5.7 of this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement Indenture and the terms of Escrow Agreement, except to the Visa Europe Acquisition may be modified without the consent of any Holder of extent inconsistent with this NoteSection 5.8.

Special Mandatory Redemption. In the event that (a) the Company does Spin-Off Transaction is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to January 31, 2015 (the Visa Europe “Outside Date”) or (b) the Company determines, in its sole discretion, that the Escrow Conditions (as defined below) cannot be satisfied by the Outside Date (any such event in clause (a) or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as (b) being a result of consummating the Visa Europe Acquisition“Mandatory Redemption Event”), the Company will is required to redeem this Note on the Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price equal to 100% of the aggregate initial offering price of the Notes, plus accrued and unpaid interest on the Notes to, but excluding, the date of redemption (the “Special Mandatory Redemption Price”) equal to 101% ). Written notice of the aggregate principal amount occurrence of this Notea Mandatory Redemption Event will be delivered by the Company (a “Special Mandatory Redemption Notice”) within five Business Days following the occurrence of a Mandatory Redemption Event, plus accrued to the Holders, the Trustee and unpaid interestthe Escrow Agent. At the Company’s written request, if anythe Trustee shall give the notice of redemption to the Holders in the Company’s name and at its expense; provided that the Company shall have delivered to the Trustee, to, but excluding, at least three Business Days prior to the date of the Special Mandatory Redemption Date (unless such shorter time shall be agreed by the Trustee) an Officer’s Certificate requesting the Trustee deliver (in accordance with the procedures of the Depositary) a Special Mandatory Redemption Notice. If such Officer’s Certificate is not delivered to the Trustee by the time specified in the previous sentence, the Trustee shall have no duty to deliver such Special Mandatory Redemption Notice to the Holders and the Company shall, at its own expense, be responsible for delivering such Special Mandatory Redemption Notice to the Holders. The Special Mandatory Redemption shall occur (the date of such redemption, the “Special Mandatory RedemptionRedemption Date”). Notwithstanding ) on the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to date set forth in the Special Mandatory Redemption Date will Notice (which shall be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five no later than three Business Days after from the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before date such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Datenotice is delivered). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that (a) the Company Acquisition does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) take place on or prior to January 15, 2016 (the Visa Europe “Outside Date, ”) or if, on or (b) at any time prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as (any such event being a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will redeem this Note on all of the Notes (the “Special Mandatory Redemption Date Redemption”) at a price equal to 100.00% of the initial issue price of the Notes plus accrued and unpaid interest from the Date of original issuance of the Notes to, but not including, the redemption price date (the “Special Mandatory Redemption Price”) equal to 101% ). Notice of the aggregate principal amount occurrence of this Note, plus accrued and unpaid interest, if any, to, but excluding, the a Special Mandatory Redemption Date Event and that a Special Mandatory Redemption is to occur (the “Special Mandatory RedemptionRedemption Notice”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior ) shall be delivered to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Trustee and mailed by first class mail to each holder of Notes’ registered address, or electronically delivered according to the registered Holders as procedures of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDTC, the Company will cause a notice to be sent within five Business Days after the occurrence Special Mandatory Redemption Event. Upon Company Request together with the notice to be given, the Trustee shall give the Special Mandatory Redemption Notice in the Company’s name and at its expense. On such date specified in the Special Mandatory Redemption Notice as shall be no more than five Business Days (or such other minimum period not to exceed 30 days as may be required by DTC) after mailing or sending the Special Mandatory Redemption Notice, the Special Mandatory Redemption shall occur (the date of such redemption, the “Special Mandatory Redemption Date”). Failure to give the Special Mandatory Redemption Notice by mailing or sending in the manner herein provided to the Holder of any Notes designated for Special Mandatory Redemption, or any defect in the Special Mandatory Redemption Notice to any such Holder, shall not affect the validity of the event that requires proceedings for the Special Mandatory Redemption or the obligation of the Company following a Special Mandatory Redemption Event to redeem this Note to effect the registered address of each Holder, with a copy to Special Mandatory Redemption at the TrusteeSpecial Mandatory Redemption Price. If funds sufficient to pay the Special Mandatory Redemption Price of this Note all of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note will the Notes shall cease to bear interest and all rights under this Note shall terminate (and, other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, all rights under such Notes shall terminate. Prior to the Special Mandatory Redemption Dateor the consummation of the Acquisition, the Company shall maintain the net proceeds from the Initial Notes on hand at all times (in cash or Cash Equivalents). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.ARTICLE TWELVE

Special Mandatory Redemption. In If the event Escrow Release Conditions (as defined in the Escrow Agreement) shall not have been fulfilled, or the escrow agent shall not have received the Officers’ Certificate described in Section 7(a) of the Escrow Agreement by January 6, 2006, or the Plan of Reorganization shall have been amended and such amendments are materially adverse to the holders of the Securities or the Plan of Reorganization shall have been terminated prior to such date, the escrow agent, pursuant to the Escrow Agreement, shall, without the requirement of notice to or action by the Issuers, the Trustee or any other Person, notify the Trustee in writing that all of the Company does not consummate the acquisition of Visa Europe Limited Securities shall be subject to a special redemption (the “Visa Europe AcquisitionSpecial Redemption”) in accordance with this Section 5.9 on the second Business Day after delivery of such notice but in any event on or prior to January 10, 2006 (the Visa Europe Outside “Special Redemption Date”). In the case of a Special Redemption, the Issuers shall, not later than 11:00 A.M. New York City time (or if, on or such other time of day acceptable to the Trustee which will permit it to give the notice referred to in the last paragraph of Section 5.5) at least two Business Days prior to the Visa Europe Outside Special Redemption Date deliver an Officers’ Certificate to the Trustee setting forth (i) that a Special Redemption will occur, (ii) the Special Redemption Date, (iii) the Special Redemption Price and (iv) the other information specified in Section 5.5. The Trustee shall deliver to each Holder a written notice (specifying the information set forth in such Officers’ Certificate) of the Special Redemption at least two Business Days prior to the Special Redemption Date. On the Special Redemption Date, the Acquisition Agreement is terminated other than as a result Issuers shall instruct the escrow agent to release cash to the Paying Agent for the purposes of consummating the Visa Europe AcquisitionSpecial Redemption. On the Special Redemption Date, the Company will redeem this Note on the Special Mandatory Redemption Date Securities shall be redeemed, in whole but not in part, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Notethe Securities, plus accrued and unpaid interest, if anyfrom, and including, the Issue Date to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, notwithstanding the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect noncompliance by the Issuers with the requirements of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder second sentence of this NoteSection 5.9.

Special Mandatory Redemption. In If (1) the consummation of the QuarterNorth Acquisition does not occur on or before May 31, 2024 (as may be extended up to September 30, 2024 solely in the event the parties to the Merger Agreement require additional time to satisfy certain requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the “Outside Date”) or (2) the Issuer delivers a notice to the Trustee in writing that the Company does Parent Guarantor will not consummate pursue the acquisition consummation of Visa Europe Limited the QuarterNorth Acquisition (the “Visa Europe Acquisition”) on or prior to earlier of the Visa Europe Outside Date, or if, on or prior to date of the Visa Europe delivery of such notice and the Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date at Trigger Date”), the Issuer will be required to redeem $340.0 million aggregate principal amount of the Notes and the 2029 Notes then outstanding, on a redemption price pro rata basis (the “Special Mandatory Redemption PriceRedemption”) ), at a redemption price equal to 101100% of the aggregate principal amount of this Notethe Notes to be redeemed, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding In the foregoing, installments of interest on this Note event that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required Issuer becomes obligated to redeem this Note the Notes pursuant to the Special Mandatory Redemption, the Company Issuer will cause a notice to be sent within five promptly, and in any event not more than 10 Business Days after the occurrence of the event that requires the Company to redeem this Note Special Mandatory Redemption Trigger Date, deliver notice to the registered address Trustee of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date”), which date shall be no later than the third Business Day following the date of this Note on such notice, together with a notice of Special Mandatory Redemption and written instructions to the Trustee instructing the Trustee to deliver such notice to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if the Notes are held by any depositary (including, without limitation, the Depository) in accordance with such depositary’s customary procedures, such notice of Special Mandatory Redemption to each holder of Notes to be redeemed at its registered address. Unless the Issuer defaults in payment of the Special Mandatory Redemption Date are deposited with the Trustee Price, on or before and after such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of accrue on the right Notes to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteredeemed.

Special Mandatory Redemption. In If (1) the event that consummation of the Company Acquisition does not consummate the acquisition of Visa Europe Limited occur on or before March 31, 2022 (the “Visa Europe AcquisitionOutside Date”) or (2) the Company notifies the Trustee in writing of its abandonment or termination of the Acquisition Agreement or its determination that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to Date (the Visa Europe earlier of the date of delivery of such notice and the Outside Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Notes (the “Special Mandatory Redemption”)) at a price (the “Mandatory Redemption Amount”) equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date to, but excluding, the date of such special mandatory redemption. Notwithstanding The Special Mandatory Redemption will be required to occur by a date no later than 10 business days after the foregoingAcquisition Deadline, installments upon 5 business days’ notice (the “Special Mandatory Redemption Date”) and at a redemption price equal to the Mandatory Redemption Amount. The Company will promptly, and in any event not more than 5 business days after the Acquisition Deadline, deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee, who will then promptly deliver such notice to each Holder of Notes at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price Amount of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note the aggregate principal amount of Notes being redeemed will cease to bear interest and all rights under this Note shall terminate (other than in respect interest. Upon the occurrence of the right to receive closing of the Acquisition, the foregoing provisions regarding the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Company does Escrow Proceeds have not consummate been released to Opco for distribution in accordance with the acquisition terms and conditions of Visa Europe Limited the Escrow Agreement (the “Visa Europe AcquisitionRelease Date”) on or before the Escrow End Date or (ii) prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Escrow End Date, the Acquisition Agreement is terminated other than as Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a result “Trigger Date”). The Issuers will cause a notice of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption substantially in the form required by Section 4.03 of the Indenture to be mailed to the Holders, the Trustee and the Escrow Agent promptly but in any event not later than five Business Days after the Trigger Date at a and will redeem the Notes no later than five Business Days following the date of the notice of redemption. The redemption price (the “for any Special Mandatory Redemption Price”) equal to 101will be the sum of 100% of the aggregate principal amount of this Notethe Notes issued on the Issue Date, plus together with accrued and unpaid interestinterest on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption. If the Escrow Agent receives a notice of a Special Mandatory Redemption pursuant to the terms of the Escrow Agreement, the Escrow Agent will upon joint written direction of the Issuers, liquidate investments of all Escrow Proceeds if any, to, but excluding, then held by it not later than the last Business Day prior to the date of the Special Mandatory Redemption. Concurrently with the release of the amounts necessary to fund the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date Paying Agent, the Escrow Agent will release any excess of Escrow Proceeds over the mandatory redemption price to the Issuers (less any amounts owing to the Escrow Agent), and the Issuers will be payable on permitted to use such Interest Payment Dates excess Escrow Proceeds refunded to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notethem at their discretion.

Special Mandatory Redemption. In If (i) the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Escrow Agent receives on or prior to the Visa Europe Outside DateRedemption Trigger Date an instruction certificate from the Issuer certifying that Cardinal Health, Inc. has publicly announced (the “Abandonment Announcement”) that it has determined to abandon the Separation prior to the Redemption Trigger Date or if(ii) the Escrow Agent has not received, on or prior to the Visa Europe Outside Redemption Trigger Date, an instruction certificate from the Acquisition Issuer certifying either that (x) the Contribution has been consummated in accordance with the Separation Agreement is terminated other than (after giving effect to any waivers or amendments of immaterial terms and conditions) and substantially in the manner described in the Offering Memorandum and that the funds released from escrow will be applied as a result of consummating described in the Visa Europe AcquisitionEscrow Agreement or (y) Cardinal Health, Inc. has made an Abandonment Announcement, then the Company will Issuer shall be required to redeem this Note on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption”) the Notes. The Trustee shall, on the next Business Day, on behalf of the Issuer provide notice to each Holder of the Notes that all Outstanding Notes shall be redeemed on the date that is five Business Days from the earlier of the Abandonment Announcement and the Redemption Trigger Date (the “Special Redemption Date”), at a redemption price equal to 101% (the “Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interest, if any, to, on the Notes from the Issue Date to but excluding, not including the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect . Table of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.Contents

Special Mandatory Redemption. In the event that (a) the Company does Veoneer Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to December 19, 2023 or such later date as the Visa Europe Outside Date, or if, on or prior parties to the Visa Europe Outside Equity Purchase Agreement (as defined below) may agree as the End Date thereunder (the “End Date, ”) or (b) the Acquisition Equity Purchase Agreement is terminated other than as (any such event being a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will shall redeem this Note on all of the Offered Notes then outstanding (such redemption, the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Offered Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding the foregoingforegoing provisions of this paragraph, installments of interest on this Note the Offered Notes that are due and payable on any Interest Payment Dates Date falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Date to the registered Holders thereof as of the close of business on the relevant record dates in accordance with this Note Regular Record Date according to the terms of the Offered Notes, the Indenture and the Supplemental Indenture. If The Company shall cause the Company is required notice of Special Mandatory Redemption to redeem this Note pursuant be mailed, with a copy to the Special Mandatory RedemptionTrustee, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price Event, to each Holder of Offered Notes at its registered address. Such notice shall state, in addition to the other matters required by the Indenture and this Note Supplemental Indenture, that a Special Mandatory Redemption Event has occurred (and shall describe generally the nature of such event) and that all of the Offered Notes then outstanding will be redeemed on the Redemption Date set forth in such notice (which shall be a Business Day that is no earlier than three Business Days and no later than 30 days after the date such notice is given) (the “Special Mandatory Redemption Date”). Once notice of Special Mandatory Redemption is mailed, the Offered Notes will become due and payable on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, at the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date), and will be paid upon surrender thereof for redemption. The Acquisition Agreement and Any failure to pay the terms Special Mandatory Redemption Price of the Visa Europe Acquisition may be modified without Offered Notes on the consent Special Mandatory Redemption Date will constitute an Event of any Holder Default under the Indenture with respect to the Offered Notes. Upon the consummation of this Notethe Veoneer Acquisition, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply.

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate Initial Officers’ Certificate and/or the acquisition of Visa Europe Limited (Additional Officers’ Certificate, as applicable, described in the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or ifEscrow Agreement, on or prior to the Visa Europe Outside applicable Escrow End Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, (ii) the Company notifies the Escrow Agent in writing that the (x) Company will redeem this Note on not pursue the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% consummation of the aggregate principal amount Safeway Acquisition and/or (y) the Merger Agreement has been terminated, (iii) the Company has delivered an Officers’ Certificate to the Escrow Agent stating it has determined that conditions to the Initial Escrow Release Date cannot be satisfied by the applicable Escrow End Date or (iv) the Company fails to timely deposit (or cause to be timely deposited) any amounts required by the Escrow Agreement within 30 days following the applicable deposit date, then the Escrow Agent shall, upon written direction from the Company, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Trustee and the Trustee shall pay the amounts to the Paying Agent for payment to the Holders of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date Securities in redemption of the Securities (the “Special Mandatory Redemption”). Notwithstanding ) on the foregoing, installments fifth Business Day following the date of interest on this Note that are due and payable on Interest Payment Dates falling on or prior the release of the Escrowed Property to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Trustee (the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of the Depository at a redemption price calculated by the Company equal to 100% of the Issue Price of the Securities, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, . On the Special Mandatory Redemption Date). The Acquisition Agreement and , the terms Trustee will pay to Issuers any Escrowed Property in excess of the Visa Europe Acquisition may be modified without amount necessary to effect the consent of any Holder of this NoteSpecial Mandatory Redemption.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior The Bonds are subject to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date prior to maturity not later than one hundred eighty (180) days after the Company has actual knowledge of the occurrence of a Determination of Taxability, as defined in the Indenture, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Notethereof, plus accrued and unpaid interest, if any, toto the redemption date. Any such Special Mandatory Redemption shall be in whole unless the Company delivers to the Trustee an opinion of Bond Counsel that redemption of a portion of the Bonds Outstanding would have the result that interest payable on the Bonds remaining Outstanding after such redemption would not be includable for federal income tax purposes in the gross income of any Owner or Beneficial Owner of a Bond (other than an owner or Beneficial Owner who is a "substantial user" of the facilities refinanced by the Project or a "related person" within the meaning of Section 147(a) of the Code and the applicable regulations thereunder), but excludingand in such event the Bonds or portions thereof (in Authorized Denominations) shall be redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion. If the Trustee receives written notice from any Owner stating that (i) the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Owner for the reasons stated in the definition of "Determination of Taxability" set forth in the Indenture or any other proceeding has been instituted against such Owner which may lead to a Final Determination, and (ii) such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Owner, and until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company and the Issuer and to the Owners of Bonds then Outstanding. If the Trustee thereafter receives written notice of a Final Determination, the Trustee shall make demand for prepayment of the unpaid Installment Loan Payments under the Loan Agreement or necessary portions thereof from the Company and give notice of the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close appropriate amount of business Bonds on the relevant record dates in accordance with this Note and earliest practicable date within the Indenturerequired period of 180 days. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionIn taking any such action or making any such determination, the Company will cause a notice to be sent within five Business Days after the occurrence Trustee may rely on an opinion of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notecounsel.

Special Mandatory Redemption. In If (1) the event that consummation of the Company Acquisition does not consummate the acquisition of Visa Europe Limited occur on or before April 30, 2020 (the “Visa Europe AcquisitionEnd Date”) or (2) the Company notifies the Trustee in writing of its abandonment or termination of the Acquisition Agreement or its determination that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note on $280.0 million (the “Mandatory Redemption Amount”) in aggregate of the Notes (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than 10 days after the Acquisition Deadline, upon 3 days’ notice (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount of this NoteMandatory Redemption Amount, plus accrued and unpaid interestinterest on the Notes, if any, to, but excluding, excluding the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Company will promptly, and in any event not more than three business days after the foregoingAcquisition Deadline, installments deliver notice of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee, who will then promptly deliver such notice to each holder of Notes at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued then on and unpaid interest to, but excluding, the after such Special Mandatory Redemption Date, this Note the aggregate principal amount of Notes being redeemed will cease to bear interest and all rights under this Note shall terminate (other than in respect interest. Upon the occurrence of the right to receive closing of the Acquisition, the foregoing provisions regarding the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notewill cease to apply.

Special Mandatory Redemption. In If (i) the event Escrow Agent and the Trustee have not received the officers’ certificate pursuant to section 5(a) of the Escrow Agreement on or before the Deadline, or (ii) prior to the Deadline, the Merger Agreement is terminated or the Issuer notifies the Trustee and the Escrow Agent in writing or otherwise announces (with written confirmation to the Escrow Agent and the Trustee) that the Company does Merger Agreement has been or will be terminated or that the Issuer has determined that the Acquisition will not consummate otherwise be pursued, then the acquisition Issuer shall, on the third Business Day following the Deadline, the date of Visa Europe Limited such notice or such longer period as required by DTC, as applicable (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date Date”), be required to redeem the Notes (the “Special Mandatory Redemption”) at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest from the Issue Date to, but excluding, the redemption date (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date) (the “Special Mandatory Redemption Price”) equal ). Subject to 101% the provisions of the aggregate principal amount Escrow Agreement, upon receipt of this Note, plus accrued and unpaid interest, if any, to, but excludingthe notice of Special Mandatory Redemption, the Escrow Agent shall liquidate all of the Escrowed Property then held by it, and the Issuer shall deposit with the Trustee an additional amount in cash sufficient, together with the Escrowed Property to pay the aggregate Special Mandatory Redemption Date (Price no later than the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or last Business Day prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the IndentureDate. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note will cease the Escrow Agent shall pay to bear interest and all rights under this Note shall terminate (other than in respect of the right Trustee for payment to receive each Holder the Special Mandatory Redemption PricePrice for such Holder’s Notes. After the Deadline or the date of the notice described in Section 3.07(a), plus accrued as applicable, all interest earned on the Escrowed Property, all investments thereof, and unpaid interest toall dividends, but excludingdistributions and other payments or proceeds in respect thereof, and any other Escrowed Property that is not required to be applied towards the Special Mandatory Redemption Date). The Acquisition Agreement shall, after payment of any amounts owed to the Escrow Agent and the Trustee, be paid to the Issuer upon the Issuer’s written request in accordance with the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteEscrow Agreement.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Wrike Merger on or prior to June 30, 2021 or the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition Merger Agreement is terminated other than as a result of consummating the Visa Europe Acquisitionat any time prior thereto, the Company will be required to redeem this Note all of the outstanding Securities on the a Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Securities, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the such redemption, a “Special Mandatory Redemption”). Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to determine whether the Wrike Merger has occurred and shall conclusively rely on the delivery of an Officers’ Certificate to the effect. Notwithstanding the foregoing, installments of interest on this Note Securities that are due and payable on Interest Payment Dates an interest payment date falling on or prior to the Special Mandatory Redemption Date will shall be payable on such Interest Payment Dates interest payment date to the registered Holders as of the close of business on the relevant record dates Record Date in accordance with this Note the provisions of the Securities and the Indenture. If the Company is required to redeem this Note pursuant Notice of any Special Mandatory Redemption will be electronically delivered or mailed, with a copy to the Special Mandatory RedemptionTrustee, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires triggering the Company Special Mandatory Redemption to redeem this Note to each Holder of the registered address of each Holder, with a copy to the TrusteeSecurities. If funds sufficient to pay the redemption price for such Special Mandatory Redemption Price of this Note the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest tothe other conditions related to such redemption under the Indenture are satisfied, but excluding, the on and after such Special Mandatory Redemption Date, this Note the outstanding Securities will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinterest.

Special Mandatory Redemption. In The 2033 Notes will be redeemed, in whole and not in part, at a redemption price equal to 101% of the principal amount of the 2033 Notes, plus accrued and unpaid interest thereon, to the Special Mandatory Redemption Date (as defined below), in the event that (i) the Company does Uni-Select Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to November 27, 2023 (subject to extension to February 26, 2024 if certain regulatory approvals are not received by November 27, 2023, or such later date to which the Visa Europe “Outside Date, ” (as defined in the Uni-Select Agreement as in effect on the Issue Date) may be extended in accordance with the terms of the Uni-Select Agreement) or if, on or prior to (ii) the Visa Europe Outside Date, the Acquisition Uni-Select Agreement is terminated other than by the parties thereto prior to such date. Each of the events specified in clauses (i) and (ii) in the preceding sentence is herein referred to as a result “Special Mandatory Redemption Event.” Upon the occurrence of consummating the Visa Europe Acquisitiona Special Mandatory Redemption Event, the Company will redeem this Note Issuer shall promptly (but in no event later than five business days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”) that 2033 Notes are to be redeemed on the fifth business day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in accordance with Section 3.07 of the Indenture. The Issuer, on the Redemption Notice Date, shall send, or cause to be sent, a notice to each Holder of the 2033 Notes in accordance with Section 3.07 of the Indenture that all of the outstanding 2033 Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date at a redemption price (automatically and without any further action by the “Special Mandatory Redemption Price”) equal to 101% Holders of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, 2033 Notes. At or prior to 11:00 a.m. (New York City time) on the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDate, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If Issuer shall deposit funds sufficient to pay the Special Mandatory Redemption Price of this Note for the 2033 Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before Date. If such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdeposit is made as provided above, the Special Mandatory Redemption Date, this Note 2033 Notes will cease to bear interest on and all rights under this Note shall terminate (other than in respect of the right to receive after the Special Mandatory Redemption Price, plus accrued Date and unpaid interest to, but excluding, Holders of the 2033 Notes’ only right will be to receive payment of the applicable Special Mandatory Redemption Date). The Acquisition Agreement and the terms Price upon surrender of the Visa Europe Acquisition may be modified without the consent of any Holder of this Notetheir 2033 Notes.

Special Mandatory Redemption. In If the event that the Company does Final Merger is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe Outside DateMarch 31, 2016 or if, on or prior to the Visa Europe Outside Datesuch date, the Acquisition Merger Agreement is terminated other than as (each a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Notes will be redeemed (the “Special Mandatory Redemption”) in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes, plus accrued and but unpaid interest, if any, interest on the principal amount thereon to, but excludingnot including, the Special Mandatory Redemption Date (as defined below). Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall promptly (but in no event later than 3 Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice Date”), that the Notes are to be redeemed on the 30th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”), in accordance with the applicable provisions contained in Article Ten of the Indenture. Notwithstanding The Trustee, upon receipt of the foregoingnotice specified above, installments shall notify each Holder of interest the Notes in accordance with the applicable provisions of the Indenture that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to automatically and without any further action by the registered Holders as of the close of business Notes. At or prior to 10:00 a.m. (Toronto time) on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after Issuer shall deposit funds with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds Trustee sufficient to pay the Special Mandatory Redemption Price for each series of this Note Notes on such date. If such deposit is made as provided above, the Special Mandatory Redemption Date are deposited with the Trustee Notes will cease to bear interest on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date. Notwithstanding anything to the contrary in Article Eight of the Base Indenture, this Note will cease to bear interest Section 304 and all rights under this Note shall terminate (other than in respect the related definitions may not be waived or modified without the written consent of each Holder of the right Notes. Failure to receive make the Special Mandatory Redemption PriceRedemption, plus accrued and unpaid interest toif required, but excluding, in accordance with this Section 304 will constitute an Event of Default with respect to the Special Mandatory Redemption Date)Notes. The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.ARTICLE FOUR

Special Mandatory Redemption. In (a) If (i) the event that Escrowed Property has not been released from the Company does not consummate Escrow Account in connection with the acquisition consummation of Visa Europe Limited (the “Visa Europe Acquisition”Acquisition as described in Section 3.14(e) on or prior to the Visa Europe Outside Termination Date, (ii) the Escrow Issuer notifies the Escrow Agent and the Trustee in writing that the Escrow Release Conditions will not be satisfied by the Termination Date (including, without limitation, due to the P2E Purchase Agreement having been terminated in accordance with its terms prior to the Termination Date), or if, (iii) the Escrow Issuer fails to deposit (or cause to be timely deposited) in cash or by wire transfer such amounts required by the Escrow Agreement on or prior to three (3) business days after the Visa Europe Outside Dateapplicable Deposit Date (each of the above, a “Special Mandatory Redemption Event”), then the Acquisition Escrow Agent shall, upon receipt of a notice from the Trustee in accordance with the Escrow Agreement is terminated other than as a result notifying the Escrow Agent, among others, of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date Event, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof, if any) to the Trustee, the amounts sufficient to redeem the Notes (the “Special Mandatory Redemption”) on the second (2nd) Business Day following the Special Mandatory Redemption Event (such date, the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of the DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note the Escrow Agent will cease pay to bear interest and all rights under this Note shall terminate (other than the Escrow Issuer any Escrowed Property in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, for the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteNotes.

Special Mandatory Redemption. In the event that (a) the Company does Escrow Agent and the Trustee shall not consummate have received, on or prior to 5:00 p.m., New York City time, on the acquisition of Visa Europe Limited Outside Date, an officer’s certificate (in the “Visa Europe Acquisition”form attached to the Escrow Agreement as an exhibit) from the Escrow Issuer certifying that the conditions to the Release set forth in the Escrow Agreement will be met substantially concurrently with or promptly following the Release or (b) the Escrow Issuer shall notify the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined that the Escrow Release Date will not occur on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, Date and/or that the Acquisition Agreement is has been terminated other than (each such event described in clauses (a) and (b) of this Section 3.09 being referred to herein as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Escrow Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100.0% of the aggregate principal amount of this Note, the Notes plus accrued and unpaid interest, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date date of such redemption (the “Special Mandatory RedemptionRedemption Date”). Notwithstanding , which shall be the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to third Business Day following the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Event. On the registered Holders as Business Day following the Special Mandatory Redemption Event, the Escrow Issuer (or the Trustee upon the written request (with reasonable advance notice thereof) of and at the expense of the close Escrow Issuer) shall deliver a notice of business on the relevant record dates redemption in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence applicable procedures of the event Depository to each holder of Notes that requires the Company to redeem this Note to entire principal amount outstanding of the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Notes shall be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with Date. The Escrow Agent will release to the Trustee on or before such Escrow Issuer any Escrowed Property remaining after redemption of the Notes and payment of fees and expenses. For the avoidance of doubt, the Escrow Issuer will not be required to effect a Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, following the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteRelease.

Special Mandatory Redemption. In All of the event that outstanding aggregate principal amount of the Company does Notes shall be subject to mandatory redemption by the Issuer if (i) the Merger Agreement has been terminated or (ii) the Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been completed on or prior to the Visa Europe Outside Datebefore May 31, or if2012 (each, on or prior to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interestinterest on the principal amount of the Notes, if any, to, to but excludingnot including, the Special Mandatory Redemption Date (as defined below). If a Special Mandatory Redemption Event occurs, the Issuer shall cause a notice of a Special Mandatory Redemption (the “Special Mandatory RedemptionRedemption Notice”)) in the form of Exhibit D hereto to be delivered to the Trustee within three Business Days following the occurrence of such Special Mandatory Redemption Event. Notwithstanding Concurrently with the foregoingdelivery of the Special Mandatory Redemption Notice, installments the Issuer shall request the Trustee to, at the Issuer’s expense, mail (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of interest on this Note DTC) a notice, which shall be delivered to the Trustee with the Special Mandatory Redemption Notice, setting forth (i) that are due and payable on Interest Payment Dates falling on or prior to a Special Mandatory Redemption Event has occurred, (ii) the Special Mandatory Redemption Date will (which shall be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five no later than 5 Business Days after the occurrence request to the Trustee to deliver such notice to the Holders of the event that requires the Company to redeem this Note to the registered address of each HolderSpecial Mandatory Redemption Event), with a copy to the Trustee. If funds sufficient to pay (iii) the Special Mandatory Redemption Price (inclusive of this Note accrued interest through but not including Special Mandatory Redemption Date), (iv) the name and address of the Paying Agent and (v) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. Within three Business Days after the Trustee’s mailing of such notice of a Special Mandatory Redemption Event, the Issuer shall perform the Special Mandatory Redemption (the date of such redemption, the “Special Mandatory Redemption Date”) and shall pay to the Paying Agent, at or prior to 11:00 a.m. (New York City time) on the Special Mandatory Redemption Date, cash sufficient to permit all outstanding Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive at the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In If (i) the event consummation of the Acquisition does not occur on or before 5:00 p.m. New York City time on October 29, 2021, (ii) the Issuer notifies the Trustee and the Holders of the Senior Notes that the Company does Issuer will not consummate pursue the acquisition consummation of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition or (iii) the Purchase Agreement is has been terminated other than as without the consummation of the Acquisition (each of (i), (ii) and (iii), a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Trigger”), the Issuer shall be required to redeem the Senior Notes then Outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Note, the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). In the event that the Issuer becomes obligated to redeem the Senior Notes pursuant to the Special Mandatory Redemption, the Issuer shall promptly, and in any event not more than two Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee and the Holders of the Senior Notes of the Special Mandatory Redemption and the date upon which the Senior Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be on or about the fifth Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Senior Notes to be redeemed. At the Issuer’s request given at least two Business Days before such notice is to be sent, the Trustee shall then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of the Senior Notes to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the notes to be redeemed. Notwithstanding the foregoing, installments of interest on this Note any Senior Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note the Senior Notes and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In (a) If (i) the event that the Company does Merger is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe Outside DateApril 1, 2019, or if, on or (ii) prior to the Visa Europe Outside DateApril 1, 2019, the Acquisition Merger Agreement is terminated terminated, other than in connection with the consummation of the Merger (each referred to as a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Event”), the Company will be obligated to redeem this Note all of the Special Mandatory Redemption Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe applicable Special Mandatory Redemption Notes, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the Special Mandatory Redemption Date (Date. Upon the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments occurrence of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the a Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionEvent, the Company will promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holderdelivered electronically or mailed, with a copy to the Trustee, to each holder at its registered address (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”). If The notice will inform Holders that the Special Mandatory Redemption Notes will be redeemed on the redemption date set forth in such notice, which will be no earlier than three Business Days and no later than 30 days from the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), and that all of the outstanding Special Mandatory Redemption Notes will be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Special Mandatory Redemption Notes. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price of this Note on for the Special Mandatory Redemption Date are deposited with the Trustee on or before Notes. If such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdeposit is made as provided above, the Special Mandatory Redemption Date, this Note Notes will cease to bear interest on and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, after the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.

Special Mandatory Redemption. In the event that the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) on or T-Mobile Transaction is consummated prior to the Visa Europe Outside Date, or if, on or prior to Stated Maturity of the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the Special Mandatory Redemption Date at a redemption price 2028 Guaranteed Notes (the “Special Mandatory Redemption PriceEvent”), the Company shall redeem all of the 2028 Guaranteed Notes (the “Special Mandatory Redemption”) at a price equal to 101100% of the aggregate principal amount of this Notethe 2028 Guaranteed Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (such price, the “Special Mandatory RedemptionRedemption Price”). Notwithstanding Notice of the foregoing, installments Special Mandatory Redemption (the “Special Mandatory Redemption Notice”) shall be provided to the Trustee and to each registered Holder of interest on this Note that are due and payable on Interest Payment Dates falling on or the 2028 Guaranteed Notes at least three days but not more than 60 days prior to the Special Mandatory Redemption Date. The Special Mandatory Redemption will occur pursuant to the procedures required by the Indenture and described in such notice. The Special Mandatory Redemption Notice will set forth the date fixed for the Special Mandatory Redemption (the “Special Mandatory Redemption Date”), which date shall be the expected date of consummation of the T-Mobile Transaction, and shall be subject to the actual completion of the T-Mobile Transaction. The Special Mandatory Redemption Date may be delayed until such time as the T-Mobile Transaction is completed, and such redemption may not occur and the Special Mandatory Redemption Notice may be rescinded in the event that such condition shall not have been satisfied by the Special Mandatory Redemption Date, or by the Special Mandatory Redemption Date as so delayed, without requiring additional advance notice. In the event of such delay of the Special Mandatory Redemption Date, the amount of accrued and unpaid interest payable to (but excluding) the Special Mandatory Redemption Date will be payable calculated based on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than as so adjusted. In addition, the Company may provide in respect of the right to receive the Special Mandatory Redemption PriceNotice that payment of the Special Mandatory Redemption Price and performance of the Company’s obligations with respect to the Special Mandatory Redemption may be performed by Sprint Corporation, plus accrued and unpaid interest toT-Mobile US, but excludingInc. or any of their subsidiaries. In any event, the Special Mandatory Redemption Date). The Acquisition Agreement and Date will occur no earlier than the terms date of the Visa Europe Acquisition may be modified without completion of the consent T-Mobile Transaction. Upon the termination of any Holder of this Note.the Business Combination Agreement, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply. ARTICLE SEVEN REPURCHASE OF THE 2028 GUARANTEED NOTES UPON A CHANGE OF CONTROL TRIGGERING EVENT

Special Mandatory Redemption. In If (i) the event consummation of the Acquisition does not occur prior to 11:59 p.m., New York City time, on December 23, 2021, (ii) the Company notifies the Trustee and the Holders of the Notes that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited (the “Visa Europe Acquisition”) on or prior to the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Date, the Acquisition or (iii) the Purchase Agreement is has been terminated other than as without the consummation of the Acquisition (each of (i), (ii) and (iii), a result of consummating the Visa Europe Acquisition“Special Mandatory Redemption Trigger”), the Company will be required to redeem this Note all of the Notes then outstanding on the date of the special mandatory redemption (such redemption, the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes then outstanding, plus accrued and unpaid interest, if any, to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory RedemptionRedemption Price”). In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than two Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee and the holders of the Notes of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be on or about the tenth Business Day following the date of such notice (or such other minimum period as may be required by the Depositary)) together with a notice of a Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. At the Company’s request, given at least one Business Day before such notice is to be sent together with the notice of Special Mandatory Redemption to be given, the Trustee will then promptly mail, or electronically deliver, according to the procedures of the Depositary, such notice of Special Mandatory Redemption to each registered Holder of the Notes to be redeemed. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on this Note any series of the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note the Notes and the Indenture. If the Company is required to redeem this Note pursuant Notwithstanding anything to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence contrary in Article XI of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption DateIndenture, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement Section 2.06(b) and the terms of the Visa Europe Acquisition related definitions may not be waived or modified without the written consent of any the Holder of this Noteeach Note so affected.

Special Mandatory Redemption. In If (x) the event consummation of the Aclara Acquisition does not occur on or before August 31, 2018 (the “Extended Termination Date”) or (y) the Company notifies the Trustee that the Company does will not consummate pursue the acquisition consummation of Visa Europe Limited the Aclara Acquisition (the “Visa Europe Acquisition”earlier of the date of delivery of such notice described in clause (y) on or prior to and the Visa Europe Outside Date, or if, on or prior to the Visa Europe Outside Extended Termination Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Trigger Date”), all of the Notes then outstanding will be redeemed (such redemption, the “Special Mandatory Redemption”) at a redemption price as determined by the Company (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of this Notethe Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the Special Mandatory Redemption Date. Upon the occurrence of a Special Mandatory Redemption Trigger Date, the Company shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Trigger Date) notify the Trustee in writing of the Special Mandatory Redemption Trigger Date and furnish the Trustee with a form of Notice of Special Mandatory Redemption (the “Notice of Special Mandatory Redemption”), which Notice of Special Mandatory Redemption shall state that the Notes shall be automatically redeemed on the date (the “Special Mandatory Redemption Date”) that is the third Business Day following the date of the giving of such Notice of Special Mandatory Redemption by the Trustee to the Holders of the Notes. The Trustee shall, no later than two Business Days following receipt from the Company of such notification and form of Notice of Special Mandatory Redemption”, give the Holders (or, in the case of Notes that are in the form of Global Notes, DTC), in accordance with the applicable procedures provided for in the Indenture, notice of redemption in substantially the form of the Notice of Special Mandatory Redemption, which shall specify the applicable Special Mandatory Redemption Date. Notwithstanding Upon giving of such Notice of Special Mandatory Redemption by the foregoingTrustee, the Notes shall be automatically redeemed on the Special Mandatory Redemption Date specified in such notice without any action on the part of any Holder. Further, installments of interest on this Note any Notes to be redeemed pursuant to the Special Mandatory Redemption that are due and payable on an Interest Payment Dates Date falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates Date to the registered Holders of the Notes as of the close of business on the relevant record dates in accordance with this Note Regular Record Date according to the Notes and the Indenture. If the Company is required to redeem this Note pursuant to The Special Mandatory Redemption Date, if any, shall be no later than 10 Business Days following the Special Mandatory RedemptionRedemption Trigger Date. At or prior to 10:00 a.m. (New York City time) on the Special Mandatory Redemption Date, the Company will cause a notice to be sent within five Business Days after shall deposit with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. Unless the Company defaults in payment of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before Price, from and after such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, will cease to accrue on the Notes. For purposes of the foregoing Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excludingprovisions, the Special Mandatory Redemption Date). The Acquisition Agreement and the following terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Note.are applicable:

Special Mandatory Redemption. In If (i) the event that the Company does New Senior Investment Group Acquisition has not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) been consummated on or prior to the Visa Europe Outside DateApril 20, 2022 or if, on or (ii) prior to such date, Ventas, Inc. notifies the Visa Europe Outside DateTrustee that Ventas, Inc. will not pursue the consummation of the New Senior Investment Group Acquisition (each of (i) and (ii), a “Special Mandatory Redemption Trigger”), the Acquisition Agreement is terminated other than as a result Issuer will be required to redeem all of consummating the Visa Europe AcquisitionNotes (such redemption, the Company will redeem this Note on “Special Mandatory Redemption”) at a special mandatory redemption price equal to 101% of their principal amount, together with accrued and unpaid interest thereon, if any, to (but excluding) the Special Mandatory Redemption Date at a redemption price (as defined below) (the “Special Mandatory Redemption Price”) equal ). In the event that the Issuer becomes obligated to 101% redeem the Notes pursuant to the Special Mandatory Redemption, it will promptly, and in any event not more than ten Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption”Redemption Date,” which date shall be no later than the third Business Day following the date of such notice), together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of the Special Mandatory Redemption to each registered holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on this Note the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates interest payment dates to the registered Holders holders as of the close of business on the relevant record dates in accordance with this Note and the Indenturedates. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after Upon the occurrence of the event that requires consummation of the Company to redeem New Senior Investment Group Acquisition, the foregoing provisions in this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Section 9 regarding the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will shall cease to bear interest and all rights under this Note shall terminate (other than in respect of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteapply.

Special Mandatory Redemption. In the event that (i) the Escrow Outside Date occurs and the Escrow Agent shall not have received the Escrow Release Officer’s Certificate on or prior to such date, (ii) the Company does informs the Escrow Agent and the Trustee in writing that, in the reasonable judgment of the Company, the Acquisition will not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) be consummated on or prior to the Visa Europe Escrow Outside Date, Date or if, on or (iii) the Company informs the Escrow Agent and the Trustee in writing that the Acquisition Agreement was terminated prior to the Visa Europe Escrow Outside Date (the date of any such event being the “Special Termination Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition”), the Company will redeem this Note on the Notes (the “Special Mandatory Redemption Date Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined below). Notice of a Special Mandatory Redemption will be delivered by the Company no later than three Business Days following the Special Termination Date, to the Trustee, the Escrow Agent and the Holders of the Notes, and will provide that the Notes shall be redeemed on a date that is no later than the third Business Day after such notice is given by the Company in accordance with the terms of the Escrow Agreement (the “Special Mandatory RedemptionRedemption Date”)) or otherwise in accordance with the applicable procedures of DTC. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior Prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionDate, the Company Escrow Agreement will cause a notice to be sent within five Business Days after provide that the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy Escrow Agent shall disburse to the Trustee. If funds sufficient , for further payment to pay the Special Mandatory Redemption Price of this Note each Holder on the Special Mandatory Redemption Date are deposited in accordance with the Trustee on or before such Indenture, the applicable Special Mandatory Redemption DatePrice for such Holder’s Notes and, plus accrued concurrently with the disbursement to the Trustee and unpaid interest toafter payment of any fees and expenses of the Trustee and the Escrow Agent, but excluding, deliver any excess Escrowed Property (if any) to the Company. The Special Mandatory Redemption Date, this Note will cease shall be made pursuant to bear interest and all rights under this Note shall terminate (other than the procedures set forth in respect Section 5.1 to 5.7 of the right to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement Indenture and the terms Escrow Agreement, except to the extent inconsistent with this Paragraph 7 and Section 5.8 of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteIndenture.

Special Mandatory Redemption. In (a) If (1) the event that consummation of the Company Acquisition does not consummate occur on or before December 29, 2023 (or such later date if the acquisition Outside Date (as defined in the Acquisition Agreement) is extended beyond such date pursuant to the terms of Visa Europe Limited the Acquisition Agreement) (the “Visa Europe AcquisitionEnd Date”) or (2) the Company delivers a notice to the Trustee stating it has determined that the consummation of the Acquisition will not occur on or prior to before the Visa Europe Outside Date, or if, on or prior to End Date (the Visa Europe Outside earlier of the date of delivery of such notice and the End Date, the “Acquisition Agreement is terminated other than as a result of consummating the Visa Europe AcquisitionDeadline”), the Company will be required to redeem this Note all of the Notes issued on the date hereof (the “Special Mandatory Redemption”). The Special Mandatory Redemption Date at will be required to occur by a redemption price date no later than 10 Business Days after the Acquisition Deadline, upon three or more days’ notice to the Trustee (the “Special Mandatory Redemption PriceDate”) and at a redemption price equal to 101100% of the aggregate principal amount initial issue price of this Notethe Notes, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding The Company will promptly, and in any event not more than three Business Days after the foregoingAcquisition Deadline, installments deliver notice of interest the Special Mandatory Redemption to the Trustee, who will then promptly deliver such notice to each Holder of Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if such Notes are held by any depositary (including, without limitation, DTC) in accordance with such depositary’s customary procedures, such notice of Special Mandatory Redemption to each Holder of Notes to be redeemed at its registered address. The notice shall notify each Holder in accordance with the applicable provisions hereof that all outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to automatically and without any further action by the registered Holders as of the close of business Notes. At or prior to 10:00 a.m. Eastern Time on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionRedemption Date, the Company will cause a notice to be sent within five Business Days after shall deposit with the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If Trustee funds sufficient to pay the Special Mandatory Redemption Price for all of this Note the Notes to be redeemed and direct the Trustee to redeem the Notes on the Special Mandatory Redemption Date are deposited with Date. Unless the Trustee on or before such Company defaults in payment of the Special Mandatory Redemption DatePrice, plus accrued on and unpaid interest to, but excluding, after the Special Mandatory Redemption Date, this Note interest will cease to bear interest and all rights under this Note shall terminate (other than in respect of accrue on the right Notes to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteredeemed.

Special Mandatory Redemption. In the event that (i) the Company does Acquisition is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) consummated on or prior to the Visa Europe date that is three Business Days prior to the applicable Outside Date, or if(ii) at any time prior to the date that is three Business Days prior to the applicable Outside Date, certain conditions in the Escrow Agreement are deemed by the Escrow Issuer to be incapable of being satisfied on or prior to the Visa Europe applicable Outside Date, (iii) at any time prior to the date that is three Business Days prior to the applicable Outside Date, the Acquisition Purchase and Sale Agreement is terminated other than or (iv) the Initial Outside Date is not extended as set forth in the Indenture (any such event being a result of consummating the Visa Europe Acquisition“Mandatory Redemption Event”), the Company Escrow Issuer will redeem this Note on all of the Special Mandatory Redemption Date at a redemption price Notes (the “Special Mandatory Redemption PriceRedemption”) at a redemption price equal to 101% of the aggregate principal amount initial offering price of this Note, the Notes plus accrued and unpaid interest, if any, interest from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note defined below) on the Special Mandatory Redemption Date are deposited with fixed for such redemption. If a Mandatory Redemption Event occurs, the Escrow Issuer will send the notice of a Special Mandatory Redemption (the “Special Redemption Notice”) within three Business Day following the occurrence of a Mandatory Redemption Event and in no event later than three Business Days prior to the applicable Outside Date, to the Trustee on or before and the Escrow Agent. The Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, (the “Special Mandatory Redemption Date”), this Note will cease to bear interest which date may not be sooner than three Business Days from the date of such Special Redemption Notice and all rights under this Note shall terminate (other no later than in respect the applicable Outside Date. Concurrently with the delivery of the right Special Redemption Notice, the Escrow Issuer will instruct the Trustee to, at the Escrow Issuer’s expense, send (by first-class mail to receive each Holder’s registered address or otherwise in accordance with the procedures of DTC) a notice that a Special Mandatory Redemption will occur on the applicable Outside Date or the earlier date specified in the Special Redemption Notice. Within three Business Days after the Trustee’s delivery of such notice of a Mandatory Redemption Event (or, if earlier, on the applicable Outside Date), the Escrow Issuer will consummate the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteRedemption.

Special Mandatory Redemption. In If (1) the consummation of the QuarterNorth Acquisition does not occur on or before May 31, 2024 (as may be extended up to September 30, 2024 solely in the event the parties to the Merger Agreement require additional time to satisfy certain requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the “Outside Date”) or (2) the Issuer delivers a notice to the Trustee in writing that the Company does Parent Guarantor will not consummate pursue the acquisition consummation of Visa Europe Limited the QuarterNorth Acquisition (the “Visa Europe Acquisition”) on or prior to earlier of the Visa Europe Outside Date, or if, on or prior to date of the Visa Europe delivery of such notice and the Outside Date, the Acquisition Agreement is terminated other than as a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date at Trigger Date”), the Issuer will be required to redeem $340.0 million aggregate principal amount of the Notes and the 2031 Notes then outstanding, on a redemption price pro rata basis (the “Special Mandatory Redemption PriceRedemption”) ), at a redemption price equal to 101100% of the aggregate principal amount of this Notethe Notes to be redeemed, plus accrued and unpaid interestinterest on the Notes being redeemed, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory RedemptionRedemption Price”). Notwithstanding In the foregoing, installments of interest on this Note event that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required Issuer becomes obligated to redeem this Note the Notes pursuant to the Special Mandatory Redemption, the Company Issuer will cause a notice to be sent within five promptly, and in any event not more than 10 Business Days after the occurrence of the event that requires the Company to redeem this Note Special Mandatory Redemption Trigger Date, deliver notice to the registered address Trustee of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date”), which date shall be no later than the third Business Day following the date of this Note on such notice, together with a notice of Special Mandatory Redemption and written instructions to the Trustee instructing the Trustee to deliver such notice to each registered holder of Notes to be redeemed. The Trustee will then promptly mail, or deliver electronically if the Notes are held by any depositary (including, without limitation, the Depository) in accordance with such depositary’s customary procedures, such notice of Special Mandatory Redemption to each holder of Notes to be redeemed at its registered address. Unless the Issuer defaults in payment of the Special Mandatory Redemption Date are deposited with the Trustee Price, on or before and after such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, this Note will cease to bear interest and all rights under this Note shall terminate (other than in respect of accrue on the right Notes to receive the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteredeemed.

Special Mandatory Redemption. In If the event that the Company does Merger is not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) completed on or prior to the Visa Europe Escrow Outside DateDate or, or if, on or if prior to the Visa Europe Outside Datesuch date, the Acquisition Transaction Agreement is terminated other than as (each, a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), each series of the Notes will be redeemed (such redemption, the “Special Mandatory Redemption”) in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount initial issue price of this Notesuch series of Notes, plus accrued and unpaid interest, if any, interest from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date (as defined below) (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing of such event, and the Trustee shall, no later than five Business Days following receipt of such notice from the Issuer, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”) that the Notes shall be redeemed on the 15th day following the Redemption Notice Date (such date, the “Special Mandatory RedemptionRedemption Date”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in each case in accordance with the applicable provisions of this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory RedemptionThe Trustee, the Company will cause a notice to be sent within five Business Days after the occurrence upon receipt of the event notice specified above, on the Redemption Notice Date shall notify each Holder in accordance with the applicable provisions of this Indenture that requires all of the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay Outstanding Notes will be redeemed at the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with automatically and without any further action by the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, Holders. On the Special Mandatory Redemption Date, this Note will cease the Issuer shall cause the Escrow Agent to bear interest and all rights under this Note shall terminate (other than in respect of pay to the right Paying Agent for payment to receive each Holder the Special Mandatory Redemption PricePrice for such Holder’s Notes and, plus accrued and unpaid interest toconcurrently with the payment to such Holders, but excluding, deliver any excess Escrowed Property (if any) to the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteIssuer.

Special Mandatory Redemption. In If (i) the event that Escrow Agent has not received the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”Officers’ Certificate pursuant to Section 4.25(b) on or prior to the Visa Europe Outside Escrow End Date, (ii) the Company notifies the Escrow Agent in writing that the Company will not pursue the consummation of the Acquisition, or if(iii) the Company fails to timely deposit (or cause to be timely deposited) any amounts required under Section 3(b) of the Escrow Agreement within three Business Days of the applicable deposit date (each, on a “Special Mandatory Redemption Event”), then the Escrow Agreement provides that the Escrow Agent shall, without the requirement of notice to or prior action by the Company, the Trustee or any other Person, release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Visa Europe Outside Date, the Acquisition Agreement is terminated other than as Trustee. Upon occurrence of a result of consummating the Visa Europe AcquisitionSpecial Mandatory Redemption Event, the Company will shall send or cause to be sent notice to Holders to the effect that a Special Mandatory Redemption (defined below) has occurred and setting forth the information contained in Sections 3.03(a)(1)-(4), (9). The Trustee shall apply (or cause a Paying Agent to apply) such proceeds received from the Escrow Agent to redeem this Note the Notes (the “Special Mandatory Redemption”) on the third Business Day following the date of the Special Mandatory Redemption Date Event (the “Special Mandatory Redemption Date”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100% of the aggregate principal amount of this Notethe Notes, plus accrued and unpaid interestinterest from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, if anyas the case may be, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”)Date. Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excluding, On the Special Mandatory Redemption Date, this Note the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Company any Escrowed Property in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date). The Acquisition Agreement and the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteRedemption.

Special Mandatory Redemption. In the event that (a) the Company does Escrow Agent and the Trustee shall not consummate have received the acquisition of Visa Europe Limited Escrow Release Officers’ Certificate on or prior to 5:00 p.m. (New York City time) on the “Visa Europe Acquisition”Outside Date or (b) the Escrow Issuer shall notify the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined that the Escrow Release Date will not occur on or prior to the Visa Europe Outside Date, or if, on or prior to Date and/or that the Visa Europe Outside Date, the Acquisition Contribution Agreement is has been terminated other than as (each such event described in clauses (a) and (b) above being a result of consummating the Visa Europe Acquisition, the Company will redeem this Note on the “Special Mandatory Redemption Date Event”), the Escrow Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to 101100.0% of the aggregate principal amount issue price of this Note, the Notes plus accrued and unpaid interest, if any, from the Issue Date to, but excludingnot including, the Special Mandatory Redemption Date date of such redemption (the “Special Mandatory RedemptionRedemption Date”), which shall be the third Business Day following the Special Mandatory Redemption Event. Notwithstanding Within one Business Day of the foregoingoccurrence of a Special Mandatory Redemption Event, installments of interest on this Note that are due and payable on Interest Payment Dates falling the Escrow Agent shall liquidate all Escrowed Property and, on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to Date, release the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy Escrowed Property to the Trustee. If On the Business Day following the Special Mandatory Redemption Event, the Escrow Issuer (or the Trustee upon the written request of and at the expense of the Escrow Issuer) shall deliver a notice of redemption in accordance with the applicable procedures of the Depository to each Holder of Notes that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date. Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price in respect of this Note the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest to, but excludingdate, the Special Mandatory Redemption Date, this Note Notes will cease to bear interest and all rights under this Note the Notes shall terminate terminate. The Trustee will release to (other than in respect of or at the right to receive direction of) the Escrow Issuer any Escrowed Property remaining after a Special Mandatory Redemption Price, plus accrued of the Notes and unpaid interest to, but excluding, the payment of fees and expenses. The Escrow Issuer will not be required to effect a Special Mandatory Redemption Date). The Acquisition Agreement and following the terms of the Visa Europe Acquisition may be modified without the consent of any Holder of this NoteEscrow Release.

Special Mandatory Redemption. In If (a) the event that Escrow Agent has not received the Company does not consummate the acquisition of Visa Europe Limited (the “Visa Europe Acquisition”) Officer’s Certificate pursuant to Section 3.25 on or prior to the Visa Europe Outside DateEscrow End Date or (b) the Issuer notifies the Escrow Agent and the Trustee in writing that the Issuer will not pursue the consummation of the Acquisition and that the Agreement and Plan of Merger has been terminated in accordance with its terms (each of the above, a “Special Mandatory Redemption Event”), then the Escrow Agreement provides that the Escrow Agent shall, without the requirement of notice to or ifaction by the Issuer, on the Trustee or prior any other Person, liquidate and release the Escrowed Property (including investment earnings thereon and proceeds thereof) to the Visa Europe Outside Date, Trustee and the Acquisition Agreement is terminated other than as Trustee shall apply (or cause a result of consummating paying agent to apply) such proceeds to redeem the Visa Europe Acquisition, Notes (the Company will redeem this Note “Special Mandatory Redemption”) on the third Business Day following the Special Mandatory Redemption Date Event (the “Special Mandatory Redemption Date”) or as otherwise required by the applicable procedures of DTC, at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% the issue price of the aggregate principal amount of this Note, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates in accordance with this Note and the Indenture. If the Company is required to redeem this Note pursuant to the Special Mandatory Redemption, the Company will cause a notice to be sent within five Business Days after the occurrence of the event that requires the Company to redeem this Note to the registered address of each Holder, with a copy to the Trustee. If funds sufficient to pay the Special Mandatory Redemption Price of this Note on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption DateNotes, plus accrued and unpaid interest from the Issue Date to, but excludingexcluding the Special Mandatory Redemption Date. On or prior to any Special Mandatory Redemption Date, the Issuer will deposit with the Trustee funds necessary to pay any accrued and unpaid interest on the Special Mandatory Redemption Date. On the Special Mandatory Redemption Date, this Note after payment of any fees and expenses owed to the Trustee and the Escrow Agent, the Trustee will cease pay to bear interest and all rights under this Note shall terminate (other than the Issuer any Escrowed Property in respect excess of the right amount necessary to receive effect the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but excluding, Redemption. Upon the occurrence of a Special Mandatory Redemption Date). The Acquisition Agreement Event, the Issuer will send notice of redemption to the Holders and the terms of Trustee containing the Visa Europe Acquisition may be modified without the consent of any Holder of this Noteinformation required by Section 5.3.