Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Special Optional Redemption. The Bonds (i) Subject to Section 5(c), upon the occurrence of this Series shall also be redeemablea “Change of Control” as defined in the Articles Supplementary, the General Partner or the acquiring or surviving entity, as a applicable, at its option, may redeem the Series A Preferred Units, in whole but not or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price equal to $25.00 per unit, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the Make-Whole redemption date (“Special Optional Redemption Price in Right”). (ii) Unless full cumulative dividends on all Series A Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the event that payment thereof set apart for payment for all past dividend periods, (i) all the outstanding common stock of the Company no Series A Preferred Units shall be acquired by some governmental body or instrumentality redeemed pursuant to the Special Optional Redemption Right unless all outstanding Series A Preferred Units are simultaneously redeemed, and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) allthe General Partner shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or substantially allbe made available for a sinking fund for the redemption of, the mortgaged and pledged property constituting bondable property which at the time shall be subject any Series A Preferred Units (except by conversion into or exchange for Junior Units or options, warrants or rights to the lien purchase or subscribe for Junior Units). (iii) In connection with any redemption of the Mortgage as a first lien shall be released from the lien of the Mortgage Series A Preferred Units pursuant to the provisions thereofSpecial Optional Redemption Right, if a redemption date falls after a Partnership Record Date and available moneys in prior to the hands corresponding Payment Date, then the General Partner, as holder of the TrusteeSeries A Preferred Units, at the close of business on such Partnership Record Date shall be entitled to the dividend payable on such units on the corresponding Payment Date (including any moneys deposited by the Company available accrued and unpaid dividends for the purpose, are sufficient to redeem all the bonds of all series at prior dividend periods) notwithstanding the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such eventunits before such Payment Date. In the event of any redemption Except as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Dateprovided above, the Company General Partner will deposit with the Trustee make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Units for which a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “has been given. (iv) Any Series A Preferred Units that shall at any time have been redeemed pursuant to the Special Optional Redemption” hereof shall be delivered Redemption Right or given not less than 30 nor otherwise acquired shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Units, without designation as to class or series until such units are once more than 90 days prior to the Redemption Date to the holders classified and designated as part of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee a particular class or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided series by the Company to the Trustee promptly following its computation)General Partner.

Special Optional Redemption. The Bonds (a) Upon the occurrence of this a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series shall also A Preferred Stock to be redeemableredeemed at their respective addresses as they appear on the stock transfer records of the Corporation, as a to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not in partincluding, at the Make-Whole redemption date (“Special Optional Redemption Price Right”). No failure to give such notice or any defect thereto or in the event that mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) all the outstanding common stock redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the Company shall redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be acquired by some governmental body redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or instrumentality transactions constituting such Change of Control; and (ix) that holders of the Company elects shares of Series A Preferred Stock to redeem which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the bonds shares of all seriesSeries A Preferred Stock held by any holder are to be redeemed, the Redemption Date in any notice mailed to such event holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be not more redeemed. If fewer than one hundred twenty all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (120as nearly as practicable without creating fractional shares) days or by lot. (c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the date redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on which the Series A Preferred Stock for all said stock is so acquiredpast Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) alldeclared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or substantially allrestrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the mortgaged and pledged property constituting bondable property which Series A Preferred Stock at such price or prices as the time shall be Corporation may determine, subject to the lien provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Mortgage as a first lien shall be released from the lien of the Mortgage Series A Preferred Stock pursuant to the provisions thereof, Special Optional Redemption Right between such Dividend Record Date and available moneys the corresponding Dividend Payment Date or the Corporation’s default in the hands payment of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such eventdividend due. In the event of any redemption Except as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Dateprovided herein, the Company will deposit with the Trustee Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “pursuant to the Special Optional Redemption” hereof Redemption Right has been given. (e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be delivered or given not less than 30 nor more than 90 days prior retired and shall be restored to the Redemption Date status of authorized but unissued shares of Preferred Stock, without designation as to the holders of the Bonds of this Series to series or class and may thereafter be redeemed (which, reissued as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event shares of any such redemption, the Company will notify the Trustee series of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)preferred stock.

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at 125% of the Make-Whole principal amount of the Bonds of this Series (the “Special Redemption Price Price”) in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Dateredemption date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Special Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date redemption date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date redemption date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date redemption date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Special Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Special Optional Redemption. The Bonds of this Series (except for Escrow Bonds, which shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to this redemption) are subject to redemption at the lien option of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereofBorrower at any time at their principal amounts, and available moneys in the hands of the Trusteewithout premium, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with plus accrued interest to the redemption date as a If less than all of the outstanding Bonds are to be called for redemption, the Bonds to be redeemed will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Except as otherwise provided in the cases of a redemption upon Determination of Taxability or upon a condemnation of the Borrower's principal assets, in the event this bond is called for redemption, notice will be given by the Trustee by first-class mail, postage prepaid, not more than 60 nor less than 15 days (30 days if this bond is in the Term Rate Mode or Fixed Rate Mode) specified therein applicable prior to the redemption thereof upon date to the happening of such eventRegistered Owner at its address as shown on the registration books. In Failure to mail notice to the event owner of any other bond or any defect in the notice to such an owner shall not affect the redemption as described under “Special Optional Redemption,” of this bond. If this bond is of a denomination in excess of the Company has agreed minimum Authorized Denomination, portions of the principal amount in the amount of any Authorized Denomination of this bond may be redeemed; provided that, if the unredeemed portion of the principal amount would be less than the minimum Authorized Denomination, that before any such Redemption Dateportion shall also be redeemed. If less than all of the principal amount is to be redeemed, upon surrender of this bond to the Company Trustee, there will deposit be issued to the Registered Owner at its option, without charge, a new bond or bonds for the unredeemed principal amount. Notice of redemption having been duly given, this bond, or the portion called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (whichTrustee, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date date fixed for redemption interest on all this bond (or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company portion) will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)no longer accrue.

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Special Optional Redemption. The Bonds Upon the occurrence of this a Change of Control (as defined below), the issuer may, at its option, redeem the Series shall also B Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus all accrued and unpaid dividends to the redemption date. If, prior to the Change of Control Conversion Date (as defined below), the issuer exercises any of its redemption rights relating to the Series B Preferred Shares (whether the optional redemption right or the special optional redemption right), holders of the Series B Preferred Shares will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series B Preferred Shares, the following have occurred and are continuing: § the acquisition by any person, including any syndicate or group deemed to be redeemablea “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a whole but not purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the issuer entitling that person to exercise more than 50% of the total voting power of all shares of the issuer entitled to vote generally in partelections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, at whether such right is currently exercisable or is exercisable only upon the Make-Whole Redemption Price occurrence of a subsequent condition); and § following the closing of any transaction referred to in the event bullet point above, neither the issuer nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE Amex, or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that (i) all is a successor to the outstanding common stock NYSE, the NYSE Amex or NASDAQ. The “Change of Control Conversion Date” is the date fixed by the board of trustees of the Company shall be acquired by some governmental body or instrumentality and issuer, in its sole discretion, as the Company elects to redeem all of date the bonds of all series, the Redemption Date in any such event Series B Preferred Shares are to be not converted, which will be a business day that is no fewer than 20 days nor more than one hundred twenty (120) 35 days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any issuer provides notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior a Change of Control to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)B Preferred Shares.

Special Optional Redemption. The Bonds Following the occurrence of this Series a Special Optional Redemption Trigger Event, the Partnership shall also be redeemablehave the option to redeem all, as a whole but not less than all, of the Notes (the “Special Optional Redemption”), upon written notice as provided in partthis Section 1.05, at the Make-Whole a Redemption Price (the “Special Optional Redemption Price”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notice of such Special Optional Redemption must be given within 10 days of the date of the Special Optional Redemption Trigger Event by first-class mail (if international mail, by air mail), postage prepaid, mailed not less than 15 days nor more than 30 days prior to the Special Optional Redemption date, to each Holder (at his or her address appearing in the event Security Register), with a copy to the Trustee, and such notice shall state: (a) that (i) all the outstanding common stock of Special Optional Redemption Trigger Event has occurred and that the Company shall be acquired by some governmental body or instrumentality and Partnership has elected to exercise the Company elects Special Optional Redemption to redeem all of the bonds Notes on the Special Optional Redemption date stated therein; (b) the Special Optional Redemption Price; and (c) the other information required by Section 1104 of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject Original Indenture. Except to the lien extent any provision of this Section 1.05 conflicts with the provisions of Article XI of the Mortgage as a first lien Original Indenture, any redemption shall otherwise be released from the lien of the Mortgage made pursuant to the provisions thereof, and available moneys of Article XI of the Original Indenture. Notwithstanding any other provision herein or in the hands Original Indenture, notice to Holders of Global Securities shall be delivered to the Depositary in accordance with the procedures of the Trustee, including any moneys deposited by Depositary. The Partnership shall deliver written notice to the Company available for the purpose, are sufficient to redeem all the bonds of all series Trustee at the redemption prices (together with accrued interest least five Business Days prior to the date of redemption) specified therein applicable notice will be sent to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption DateHolders, the Company will deposit with unless the Trustee a sum of money equal shall agree to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee)notice period. The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).As used herein:

Special Optional Redemption. The Bonds (a) Upon the occurrence of this a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series shall also A Preferred Stock to be redeemableredeemed at their respective addresses as they appear on the stock transfer records of the Corporation, as a to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not in partincluding, at the Make-Whole redemption date (“Special Optional Redemption Price Right”). No failure to give such notice or any defect thereto or in the event that mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) all the outstanding common stock redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the Company shall redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be acquired by some governmental body redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or instrumentality transactions constituting such Change of Control; and (ix) that holders of the Company elects shares of Series A Preferred Stock to redeem which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the bonds shares of all seriesSeries A Preferred Stock held by any holder are to be redeemed, the Redemption Date in any notice mailed to such event holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be not more redeemed. If fewer than one hundred twenty all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (120as nearly as practicable without creating fractional shares) days or by lot. (c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the date redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on which the Series A Preferred Stock for all said stock is so acquiredpast Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) alldeclared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or substantially allrestrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the mortgaged and pledged property constituting bondable property which Series A Preferred Stock at such price or prices as the time shall be Corporation may determine, subject to the lien provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Mortgage as a first lien shall be released from the lien of the Mortgage Series A Preferred Stock pursuant to the provisions thereof, Special Optional Redemption Right between such Dividend Record Date and available moneys the corresponding Dividend Payment Date or the Corporation’s default in the hands payment of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such eventdividend due. In the event of any redemption Except as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Dateprovided herein, the Company will deposit with the Trustee Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “pursuant to the Special Optional Redemption” hereof Redemption Right has been given. (e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be delivered or given not less than 30 nor more than 90 days prior retired and shall be restored to the Redemption Date status of authorized but unissued shares of Preferred Stock, without designation as to the holders of the Bonds of this Series to series or class and may thereafter be redeemed (which, reissued as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event shares of any such redemption, the Company will notify the Trustee series of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)preferred stock.

Special Optional Redemption. The Bonds If the Parent IPO is not completed on or prior to October 2, 2018 (such period, the “Special Redemption Period”), the following provisions shall be applicable. (a) At any time during the Special Redemption Period, if the Parent IPO is not completed or Vrio ▇▇▇▇▇ 1 determines that the Parent IPO will not be consummated by the date set forth above, the Issuers may, at their option, redeem the Notes in whole at a special redemption price (the “Special Redemption Price”) equal to 101.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the principal amount of the Notes to, but not including, the Special Redemption Date (the “Special Redemption”); and (b) If the Issuers so wish to redeem the Notes, the Issuers shall promptly (but in no event later than the termination of the Special Redemption Period) notify the Trustee in writing of such event, and the Trustee will, no later than five Business Days following receipt of such notice from the Issuers, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”), that the Notes will be redeemed on the date selected by the Issuers in the notice, which shall be no less than 15 days and no more than 30 days following the Redemption Notice Date (such date, the “Special Redemption Date”), in each case, in accordance with the applicable provisions of this Series shall also be redeemableIndenture. On the Redemption Notice Date, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock Trustee will notify each Holder of the Company shall be acquired by some governmental body or instrumentality and Notes in accordance with the Company elects to redeem applicable provisions of this Indenture that all of the bonds outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of all series, the Notes. The Issuers shall prepare the notice to be delivered to the Holders by the Trustee on the Redemption Date in any such event Notice Date. At or prior to be not more than one hundred twenty 12:00 p.m. (120New York City time) days after on the date on which all said stock is so acquired, or (ii) all, or substantially all, Business Day immediately preceding the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will Issuers shall irrevocably deposit with the Trustee a sum of money equal funds sufficient to pay the Make-Whole Special Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to Price for the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary)Notes. If such deposit is made as provided above, the redemption notice is given and funds deposited as required, then interest Notes will cease to accrue from bear interest on and after the Special Redemption Date on all or such portions Date. Notwithstanding that the notice of the Bonds of this Series so called for redemption. In Special Redemption must be given during the event of any Special Redemption Period, such redemption, redemption may be consummated following the Company will notify the Trustee of its election at least 45 days prior to the Special Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)Period.

Special Optional Redemption. The Bonds During any period of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event time that both (i) all the outstanding common stock Series A Preferred Stock (or the depositary shares) are no longer listed on Nasdaq, NYSE, or the NYSE AMER, or listed or quoted on an exchange or quotation system that is a successor to the Nasdaq, NYSE or the NYSE AMER, and (ii) we are not subject to the reporting requirements of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all Exchange Act, but any shares of the bonds of all seriesSeries A Preferred Stock are still outstanding (which we refer to collectively as a “Delisting Event”), we may, at our option, redeem the Redemption Date Series A Preferred Stock, in any such event to be not more than one hundred twenty (120) whole or in part and within 90 days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant Delisting Event, by paying $25,000.00 per share (equivalent to the provisions thereof$25.00 per depositary share), plus any accumulated and available moneys in the hands of the Trusteeunpaid dividends to, including any moneys deposited by the Company available for the purposebut not including, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein . In addition, upon the occurrence of a Change of Control (defined below), we may, at our option, redeem the Series A Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25,000.00 per share (equivalent to $25.00 per depositary share), plus any accumulated and unpaid dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares). If, prior to the redemption thereof upon the happening Delisting Event Conversion Date or Change of such event. In the event of any redemption Control Conversion Date (each as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Datedefined below), the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any as applicable, we have provided or provide notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior with respect to the Redemption Date Series A Preferred Stock (whether pursuant to our optional redemption right described above or our special optional redemption), the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held depositary shares representing interests in the book-entry only system, Series A Preferred Stock will not be DTC, its nominee or a successor depositary). If permitted to exercise the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions conversion right described below under “ —Conversion Rights” in respect of the Bonds of this Series so their shares called for redemption. In The depositary will deliver to you, if you are a record holder of the event depositary shares representing interests in the Series A Preferred Stock, a notice of any such redemption, furnished by us, no fewer than 30 days nor more than 60 days before the Company redemption date. The depositary will notify send the Trustee notice to your address shown on the records of its election at least 45 days the depositary. No failure to give or defect in the notice shall affect the validity of the proceedings for the redemption of the Series A Preferred Stock represented by the depositary shares except as to a holder to whom notice was defective or not given. Each notice will state the following: ● the redemption date; ● the redemption price; ● the number of shares of Series A Preferred Stock (and the corresponding number of depositary shares) to be redeemed; ● the place(s) where the depositary receipts representing interests in the Series A Preferred Stock are to be surrendered for payment; ● that the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Delisting Event or Change of Control, as applicable, and a brief description of the transaction or transactions or circumstances constituting such Delisting Event or Change of Control, as applicable; ● that the holders of depositary shares representing interests in the Series A Preferred Stock to which the notice relates will not be able to convert such shares of Series A Preferred Stock in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Redemption Delisting Event Conversion Date (or a shorter period acceptable Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related date of redemption instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and ● that dividends on the Series A Preferred Stock to be redeemed will cease to accumulate on the date prior to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)redemption date.

Special Optional Redemption. The Bonds (a) At any time on or prior to the earlier of this Series shall also be redeemable(1) the date that is 15 days following the consummation of the UPC Ireland Acquisition (or if such date is not a Business Day, as the following Business Day) or (2) the date that is six months from the Issue Date (or if such date is not a whole but not in partBusiness Day, the following Business Day) (the “Special Optional Redemption Election Date”), the Issuer may, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects its option, elect to redeem all or a portion of the bonds Dollar Notes and/or Euro Notes (the “Special Optional Redemption”) at a redemption price (the “Special Optional Redemption Price”) equal to 100% of all seriesthe principal amount of the Dollar Notes and/or Euro Notes redeemed, plus accrued but unpaid interest and Additional Amounts, if any, to the Special Optional Redemption Date (as defined in Section 3.08(b)) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) Notice of the Special Optional Redemption will be mailed or delivered to the Trustee (with an Officer’s Certificate requesting the Trustee to deliver the same to each Holder) by the Issuer on or prior to the Special Optional Redemption Election Date, and will provide that the Notes shall be redeemed on a date that is no later than the tenth Business Day after such notice is mailed or delivered, which for the avoidance of doubt, may be following the Special Optional Redemption Election Date (the “Special Optional Redemption Date”). On the Special Optional Redemption Date, the Issuer shall pay to the Paying Agent for payment to each Holder the Special Optional Redemption Date Price for such Holder’s Notes. Any such Special Optional Redemption and notice may, in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquiredIssuer’s discretion, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to satisfaction of one or more conditions precedent. (c) If the lien Special Optional Redemption Date is on or after an interest record date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Mortgage Issuer. (d) Other than as a first lien specifically provided in this Section 3.08, any redemption pursuant to this Section 3.08 shall be released from the lien of the Mortgage made pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)Sections 3.01 through 3.06.