Common use of Mandatory Redemption Clause in Contracts

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If Other than as set forth in this Section 5, the Notes are not subject to any Events sinking fund payment. In the event that the closing of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice Spin-Off has not occurred on or prior to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater earlier of (i) (x) April 28, 2022 or (y) if the BlackSeparation and Distribution Agreement is amended on or prior to April 28, 2022 to extend the date by which the Spin-Scholes value Off must be consummated to a date later than April 28, 2022, the earlier of such extended date and July 28, 2022, and (ii) the date the Separation and Distribution Agreement is terminated (such earlier date, the “Special Mandatory Redemption Trigger Date”), the Company will be required to redeem the Notes in whole at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the remaining unexercised portion aggregate principal amount of this Warrant the Notes, together with accrued and unpaid interest on the principal amount of the Notes to, but not including, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption”). Upon the occurrence of the Special Mandatory Redemption Trigger Date, the Company will promptly (but in no event later than 5 business days following the Special Mandatory Redemption Trigger Date) cause notice to be delivered 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”). The notice will inform Holders that the Notes will be redeemed on the 20th day (or if such Default day is not a Business Day, the first Business Day thereafter) following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) and (2) the Black-Scholes value that all of the remaining unexercised portion of this Warrant outstanding Notes will be redeemed at the Special Mandatory Redemption Price on the Trading Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the date that the Special Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payableDate, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails will deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Amount within thirty (30) days Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date. The Trustee shall not be charged with knowledge of, or responsible for monitoring, whether a Special Mandatory Redemption Trigger Date has occurred. Upon the consummation of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, Spin-Off prior to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Defaultthe Special Mandatory Redemption Trigger Date, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue this Section 5 will cease to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountapply.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay maintain Eligible Assets with an aggregate Discounted Value at least equal to the Mandatory Redemption Tortoise Notes Basic Maintenance Amount within thirty (30) days as of any Valuation Date or, fails to satisfy the 1940 Act Tortoise Notes Asset Coverage as of the Default last Business Day of any month, and such failure is not cured within ten Business Days following such Valuation Date in the case of a failure to maintain the Tortoise Notes Basic Maintenance Amount Due Date, then (A) or on the Exercise Price shall be permanently decreased (but not increased) last Business Day of the following month in the case of a failure to maintain the 1940 Act Tortoise Notes Asset Coverage as of such last Business Day (each a an "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Asset Coverage Cure Date") until ), the Default Amount is paid Tortoise Notes will be subject to mandatory redemption out of funds legally available therefor. The principal amount of Tortoise Notes to be redeemed in full, to a price such circumstances will be equal to the lesser of (i1) the Exercise Price then in effectminimum principal amount of Tortoise Notes the redemption of which, or (ii) the lowest Market Price that has if deemed to have occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and prior to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu opening of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect business on the date such shares are issued to the Holderrelevant Asset Coverage Cure Date, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation Company having Eligible Assets with an aggregated Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount or sufficient to satisfy the 1940 Act Tortoise Notes Asset Coverage, as the case may be, in either case as of the Beneficial Ownership Limitationrelevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Tortoise Notes the redemption of which would have such result, all Tortoise Notes then outstanding will be redeemed), and (2) the maximum principal amount of Tortoise Notes that particular Specified Portion shall can be automatically reduced to a value that would cause the number redeemed out of Default Shares funds expected to be issued available therefor on the Mandatory Redemption Date (as defined below) at the Mandatory Redemption Price (as defined below). Any redemption of less than all of the outstanding Tortoise Notes of a series will be made from Tortoise Notes designated by the Company. The Company shall designate Tortoise Notes to be redeemed on a pro rata basis among the Holders in proportion to the principal amount of Tortoise Notes they hold, by lot or such other method as the Company shall deem equitable. No optional or mandatory redemption of less than all outstanding Tortoise Notes of a series will be made unless the aggregate principal amount of Tortoise Notes to be redeemed is equal to $25,000 or integral multiples thereof. Any redemption of less than all Tortoise Notes outstanding will be made in such a manner that all Tortoise Notes outstanding after such redemption are in authorized denominations. The Company is required to effect such a mandatory redemption not later than 40 days after the Maximum PercentageAsset Coverage Cure Date, as the case may be (the "Mandatory Redemption Date"), except that if the Company does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, all of the outstanding Tortoise Notes of a series, which are subject to mandatory redemption, or the Company otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, the Company will redeem those Tortoise Notes on the earliest practicable date on which the Company will have such funds available, upon notice to record owners of Tortoise Notes and the Paying Agent. The Company's ability to make a mandatory redemption may be limited by the provisions of the 1940 Act or Maryland law. The redemption price per Tortoise Note in the event of any mandatory redemption will be the principal amount, plus an amount of such reduction shall be added back equal to accrued but unpaid interest to the Unpaid Portion date fixed for redemption, plus (in the case of a Rate Period of more than one year) a redemption premium, if any, determined by the Default AmountBoard of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions (the "Mandatory Redemption Price").

Mandatory Redemption. If any Events of Default this Series 1 Bridge Note is outstanding on the Maturity Date, this Series 1 Bridge Note shall occur be due and any such Event of Default continues for an additional ten payable as follows: (10i) Business Days after if on the Holder provides Maturity Date or within four (4) business days thereafter a Registration Statement is effective with respect to the Conversion Shares, the Company shall give written notice to Holder of its intent to redeem the then outstanding principal amount of this Series 1 Bridge Note, which notice shall state the election of the Company that an Event to pay the redemption price in cash or by conversion of Default has occurred and specifying this Series 1 Bridge Note into Common Stock, in the factual basis therefor then thereafter, unless waived manner contemplated by the Holder, , at the option Section 3(c) hereof. Regardless of the Holdermanner in which paid, such option exercisable through the delivery of written notice to the Company by such Holder redemption price (the "Default NoticeMaturity Date Redemption Price"), ) shall be equal to 120% of the then outstanding principal amount of this Warrant Series 1 Bridge Note plus accrued and unpaid interest thereon at the Note Rate through and including the Maturity Date if redemption occurs on the Maturity Date or within four (4) days, thereafter, and if occurring later than four business days after the Maturity Date shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100125% of the greater of (i) the Black-Scholes value of the remaining unexercised portion then outstanding principal amount of this Warrant Series 1 Bridge Note plus accrued and unpaid interest thereon at the Note Rate through and including the Maturity Date and at the Default Rate after the Maturity Date through and including the date the payment is disbursed (whether by issuance of Conversion Shares or a payment in cash). (ii) if on the date of such Default Notice and Maturity Date or within four (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (54) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but thereafter a Registration Statement is not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal effective with respect to the lesser of (i) the Exercise Price then Conversion Shares, Holder may, in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue addition to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law of Holder hereunder and under the Purchase Agreement, elect to make written demand to the Company to redeem, all or part of the then outstanding principal under this Series 1 Bridge Note. Such demand shall specify ▇▇▇▇▇▇'s election to accept payment of the redemption price in equitycash or by conversion of this Series 1 Bridge Note into Common Stock, and in the manner contemplated by Section 3(c) hereof. The Company shall have two (2) business days after its receipt of such demand to confirm its intention to redeem this Series 1 Bridge Note by tendering to Holder either (A) cash or (B) the Holder shall have the right at any time, so long Conversion Shares (as the Company remains specified in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"Holder's demand), in lieu of all or any specified portion (the "Specified Portion"manner contemplated by Section 3(c) of hereof. In either case the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, redemption price shall be equal to the Specified Portion Maturity Date Redemption Price. (iii) The date of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one any redemption under either subparagraph (i) or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5ii) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion above shall be automatically reduced referred to as a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount"Redemption Date."

Mandatory Redemption. The Company will be required to redeem the Notes upon the satisfaction or, with respect to certain conditions, the waiver by the Holders of a majority of the outstanding principal amount of the Notes, of conditions specified in the Indenture. Upon the satisfaction or permitted waiver of the conditions specified in the Indenture, the Company will redeem the Notes at a redemption price per $1,000 principal amount of Notes equal to: (a) $47.65 in cash, (b) 1,146.16 shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events as specified in the Indenture), and (3) $425.46 in principal amount of New Notes. No additional amounts will be paid in such Mandatory Redemption for any accrued and unpaid interest on the Notes. If any Events the Mandatory Redemption has not occurred before the close of Default business on May 1, 2010, no such Mandatory Redemption will occur. The Company shall occur and any such Event give notice of Default continues for an additional ten (10) the Mandatory Redemption not later than the second Business Days after Day following satisfaction or waiver of the Holder provides written notice conditions to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option Mandatory Redemption to each Holder of the HolderNotes. The notice of the Mandatory Redemption shall state: (1) the Mandatory Redemption Date, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant which shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on not less than 5 days after the date of such Default Notice and notice or more than 10 days after the date of such notice; (2) the Black-Scholes value of the remaining unexercised portion of this Warrant Mandatory Redemption Price; (3) that on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Date the Mandatory Redemption Price will become due and payable upon each Note, and (4) the place or places where the Notes are to be surrendered for payment of the HolderMandatory Redemption Price. The Company is required grant registration rights with respect to resales of securities issued upon the Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date Notes by persons who may be deemed to be “affiliates” of the applicable Default Notice Company within the meaning of Rule 144 under the Securities Act, as specified in the Indenture. On or prior to 10:00 a.m. (New York City time) on the "Default Amount Due Mandatory Redemption Date"). If , the Company fails shall deposit with the Trustee or with a Paying Agent (which may be the Company) an amount of money, shares of Common Stock and New Notes sufficient to pay the Mandatory Redemption Amount within thirty (30) days Price of all of the Default Amount Due Date, then (A) the Exercise Price outstanding Notes. The Notes shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectionpayable on the Mandatory Redemption Date at the Mandatory Redemption Price, and the Holder shall be entitled to exercise all other rights from and remedies available at law or in equity, and after such date (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, unless the Company shall redeem a pro rata amount from each Holder based on default in the number payment of Warrants submitted the Mandatory Redemption Price) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption by in accordance with said notice, such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion Note shall be automatically reduced to a value that would cause paid by the number of Default Shares to be issued to equal Company at the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountMandatory Redemption Price.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice The Company shall redeem, prior to redeeming or repurchasing any other Units or Preferred Units (other than Series B Convertible Preferred Units), all, and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid not less than all, Series C Preferred Units at a redemption price in cash equal to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days sum of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall aggregate Liquidation Preference of the Series C Preferred Units to be permanently decreased redeemed from each holder thereof and (but not increasedB) distribution rights that accrued on such Series C Preferred Units during that portion of the calendar year in which such redemption occurs through the redemption date (each a "Default Adjustment"such sum, the “Series C Redemption Price”) on the first Trading Day of each calendar month thereafter immediately upon (each a "Default Adjustment Date"x) until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of DefaultBankruptcy with respect to the Company or the admission in writing by the Company that it is insolvent or that it cannot pay, Failure Payments will be not paying or has not paid its debts as they come due and (y) any sale, lease, exchange, or other Required Cash Payments transfer (as defined in one transaction or a series of related transactions) of all or substantially all of the assets, property or business of the Company and its subsidiaries and immediately upon the repayment of all indebtedness outstanding under the Credit Instruments, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof that would prohibit such redemption). All redemptions of the Series C Preferred Units pursuant to this Section 12.5(c) shall be made concurrently with the redemption of Series B Convertible Preferred Units pursuant to Section 12.4(c) and, in the Securities Purchase Agreementcase of redemption pursuant to clause (y) above, the consummation of such sale, lease, exchange or other transfer shall be a condition to such redemption. (ii) In the event the Company shall mandatorily redeem Series C Preferred Units, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the redemption date (other than in the event of a redemption pursuant to clause (x) of the first sentence of Section 12.5(c)(i), in which case such notice shall be given as soon as practicable in advance of, or following (but in no event more than 90 days following), the event necessitating such redemption), to each holder of record of the Series C Preferred Units to be redeemed. Each such notice shall state: (x) the redemption date, (y) the Series C Redemption Price and (z) that distribution rights on the Series C Preferred Units to be redeemed will cease to accrue on the redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless there shall be a default by the Company in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the Series C Redemption Price) shall continue to accruecease. On the date that is five (5) Business Days after the Company's receipt All payments of the Holder's Default Notice, redemption price for Series C Preferred Units pursuant to this Section 12.5(c) shall be made to the Default Amountholders of Series C Preferred Units, together with all other amounts payable hereunderpayments to holders of the Series B Convertible Preferred Units of the redemption price for Series B Convertible Preferred Units pursuant to Section 12.4(c), shall immediately become due ratably in proportion to their aggregate redemption prices hereunder and payablepursuant to Section 12.4(c), all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which case may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountbe.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice The Company shall redeem, prior to redeeming or repurchasing any other Units or Preferred Units (other than Series C Preferred Units), all, and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid not less than all, Series B Convertible Preferred Units at a redemption price in cash equal to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days sum of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall aggregate Liquidation Preference of the Series B Convertible Preferred Units to be permanently decreased redeemed from each holder thereof and (but not increasedB) distribution rights that accrued on such Series B Convertible Preferred Units during that portion of the calendar year in which such redemption occurs through the redemption date (each a "Default Adjustment"such sum, the “Series B Redemption Price”) on the first Trading Day of each calendar month thereafter immediately upon (each a "Default Adjustment Date"x) until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of DefaultBankruptcy with respect to the Company or the admission in writing by the Company that it is insolvent or that it cannot pay, Failure Payments will be not paying or has not paid its debts as they come due and (y) any sale, lease, exchange or other Required Cash Payments transfer (as defined in one transaction or a series of related transactions) of all or substantially all of the assets, property or business of the Company and its subsidiaries and immediately upon the repayment of all indebtedness outstanding under the Credit Instruments, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof that would prohibit such redemption). All redemptions of the Series B Convertible Preferred Units pursuant to this Section 12.4(c) shall be made concurrently with the redemption of Series C Preferred Units pursuant to Section 12.5(c) and, in the Securities Purchase Agreementcase of redemption pursuant to clause (y) above, the consummation of such sale, lease, exchange or other transfer shall be a condition to such redemption. (ii) In the event the Company shall mandatorily redeem Series B Convertible Preferred Units, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the redemption date (other than in the event of a redemption pursuant to clause (x) of the first sentence of Section 12.4(c), in which case such notice shall be given as soon as practicable in advance of, or following (but in no event more than 90 days following), the event necessitating such redemption), to each holder of record of the Series B Convertible Preferred Units to be redeemed. Each such notice shall state: (x) the redemption date, (y) the Series B Redemption Price and (z) that distribution rights on the Series B Convertible Preferred Units to be redeemed will cease to accrue on the redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless there shall be a default by the Company in providing money for the payment of the redemption price) distribution rights on the Series B Convertible Preferred Units shall cease to accrue, and such Series B Convertible Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the Series B Redemption Price) shall continue to accruecease. On the date that is five (5) Business Days after the Company's receipt All payments of the Holder's Default Notice, redemption price for Series B Convertible Preferred Units pursuant to this Section 12.4(c) shall be made to the Default Amountholders of Series B Convertible Preferred Units, together with all other amounts payable hereunderpayments to holders of the Series C Preferred Units of the redemption price for Series C Preferred Units pursuant to Section 12.5(c), shall immediately become due ratably in proportion to their aggregate redemption prices hereunder and payablepursuant to Section 12.5(c), all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and case may be. In the event the holder of Series B Convertible Preferred Units elects to convert such units prior to the extent that there are sufficient authorized shares), relevant redemption date pursuant to require the Company, upon written notice Section 12.4(e) or ("Default Exercise Notice"f) (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAThereof, the Holder may require that such payment of shares redemption provided hereby shall not be made in one or more installments at such time effective and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on no longer obligated to pay such holder the number of Warrants submitted Series B Redemption Price for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSeries B Convertible Preferred Units.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay maintain Eligible Assets with an aggregate Discounted Value at least equal to the Mandatory Redemption Tortoise Notes Basic Maintenance Amount within thirty (30) days as of any Valuation Date or, fails to satisfy the 1940 Act Tortoise Notes Asset Coverage as of the Default last Business Day of any month, and such failure is not cured within ten Business Days following such Valuation Date in the case of a failure to maintain the Tortoise Notes Basic Maintenance Amount Due Date, then (A) or on the Exercise Price shall be permanently decreased (but not increased) last Business Day of the following month in the case of a failure to maintain the 1940 Act Tortoise Notes Asset Coverage as of such last Business Day (each a "Default Adjustment") on an “Asset Coverage Cure Date”), the first Trading Day Tortoise Notes will be subject to mandatory redemption out of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid funds legally available therefor. The principal amount of Tortoise Notes to be redeemed in full, to a price such circumstances will be equal to the lesser of (i1) the Exercise Price then in effectminimum principal amount of Tortoise Notes the redemption of which, or (ii) the lowest Market Price that has if deemed to have occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and prior to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu opening of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect business on the date such shares are issued to the Holderrelevant Asset Coverage Cure Date, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation Company having Eligible Assets with an aggregated Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount or sufficient to satisfy the 1940 Act Tortoise Notes Asset Coverage, as the case may be, in either case as of the Beneficial Ownership Limitationrelevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Tortoise Notes the redemption of which would have such result, all Tortoise Notes then outstanding will be redeemed), and (2) the maximum principal amount of Tortoise Notes that particular Specified Portion shall can be automatically reduced to a value that would cause the number redeemed out of Default Shares funds expected to be issued available therefor on the Mandatory Redemption Date (as defined below) at the Mandatory Redemption Price (as defined below). Any redemption of less than all of the outstanding Tortoise Notes of a series will be made from Tortoise Notes designated by the Company. The Company shall designate Tortoise Notes to be redeemed on a pro rata basis among the Holders in proportion to the principal amount of Tortoise Notes they hold, by lot or such other method as the Company shall deem equitable. No optional or mandatory redemption of less than all outstanding Tortoise Notes of a series will be made unless the aggregate principal amount of Tortoise Notes to be redeemed is equal to $25,000 or integral multiples thereof. Any redemption of less than all Tortoise Notes outstanding will be made in such a manner that all Tortoise Notes outstanding after such redemption are in authorized denominations. The Company is required to effect such a mandatory redemption not later than 40 days after the Maximum PercentageAsset Coverage Cure Date, as the case may be (the “Mandatory Redemption Date”), except that if the Company does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, all of the outstanding Tortoise Notes of a series, which are subject to mandatory redemption, or the Company otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, the Company will redeem those Tortoise Notes on the earliest practicable date on which the Company will have such funds available, upon notice to record owners of Tortoise Notes and the Paying Agent. The Company’s ability to make a mandatory redemption may be limited by the provisions of the 1940 Act or Maryland law. The redemption price per Tortoise Note in the event of any mandatory redemption will be the principal amount, plus an amount of such reduction shall be added back equal to accrued but unpaid interest to the Unpaid Portion date fixed for redemption, plus (in the case of a Rate Period of more than one year) a redemption premium, if any, determined by the Default AmountBoard of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions (the “Mandatory Redemption Price”).

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes. Repurchase at the Option of Holder. (a) If there is a Change of Control, the Company that will be required to make an Event offer (a “Change of Default has occurred Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and specifying unpaid interest thereon to the factual basis therefor then thereafterdate of purchase, unless waived by subject to the Holder, rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control or, at the option Company’s option, prior to such Change of Control but after public announcement thereof, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the HolderCompany consummates an Asset Sale, such option exercisable through the delivery of written notice to the Company by such Holder in circumstances specified in the Indenture may be required to commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the "Default Notice"), Indenture to purchase the outstanding maximum principal amount of this Warrant shall Notes and such other pari passu Indebtedness that may be immediately redeemed by purchased out of the Company and the Company shall pay to the Holder (a "Mandatory Redemption") Excess Proceeds at an offer price in cash in an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Default Notice and (2) Notes purchased by completing the Black-Scholes value form entitled “Option of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Holder to Elect Purchase” attached to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountNotes.

Mandatory Redemption. If any Events of Default shall occur (a) Commencing on April 15, 2017 and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafteron each subsequent interest payment date, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay redeem the Securities, in part, on a pro rata basis, in an aggregate principal amount equal to the Holder ($30,000,000, at a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater of (i) the Black-Scholes value portion of the remaining unexercised portion principal amount of this Warrant on the Securities redeemed, plus accrued and unpaid interest thereon to, but not including, the date of such Default Notice and redemption. (2b) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding On the date that is the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser earlier of (ix) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding 120 days after the occurrence of an Event of DefaultLoss and (y) three Business Days after the full amount of the insurance proceeds in connection with such Event of Loss are received by any Note Party or other Subsidiary of Holdings, Failure Payments the Company shall redeem 100% of the aggregate principal amount of the Outstanding Securities, at a redemption price equal to 100% of the principal amount plus accrued and any other Required Cash Payments (as defined unpaid interest thereon to, but not including, the date of redemption; provided that if the Collateral Rig is replaced pursuant to a Collateral Rig Substitution before the applicable date specified in the Securities Purchase Agreementimmediately preceding subclauses (x) and (y), no redemption shall continue to accrue. be required under this Section 3.09(b). (c) On the date that is five the earlier of (5x) 90 days after (i) the termination of the Drilling Contract or (ii) the expiration of any period for which the dayrate under the Drilling Contract is at zero rate for 365 consecutive days and (y) one Business Days Day after the Company's receipt termination fee under the Drilling Contract is received by any Note Party or other Subsidiary of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionHoldings, the Company shall redeem 100% of the aggregate principal amount of the Outstanding Securities, at a pro rata redemption price equal to 100% of the principal amount from each Holder based on plus accrued and unpaid interest thereon to, but not including, the number date of Warrants submitted for redemption by such Holder relative to redemption; provided that if the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect Drilling Contract is replaced pursuant to a given Specified Portion would result Drilling Contract Substitution or the termination of the Drilling Contract is rescinded, in each case, before the applicable date specified in the a violation of the Beneficial Ownership Limitationimmediately preceding subclauses (x) and (y), then that particular Specified Portion no redemption shall be automatically reduced required under this Section 3.09(c). (d) Any redemption pursuant to a value that would cause the number of Default Shares this Section 3.09 shall be made pursuant to be issued to equal the Maximum PercentageSections 3.02, 3.04, 3.05 and 3.06, and the amount of such reduction shall notices described in Sections 3.01 and 3.03 will be added back given as soon as practicable for any mandatory redemption pursuant to the Unpaid Portion of the Default AmountSection 3.09(b) or 3.09(c).

Mandatory Redemption. If Subject to (i) the maintenance by the Corporation of a balance in cash and Cash Equivalents (the “Cash Balance”), including any Events amounts available to be drawn under any Credit Facility (for greater certainty, the amount of Default such availability shall occur be reduced taking into account the amount of any issued and any such Event outstanding letters of Default continues for an additional ten (10) Business Days after credit in the Holder provides written notice manner and to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived extent contemplated by the Holder, , at the option applicable credit documents) that is secured by a Permitted Lien pursuant to clause (2) of the Holderdefinition of “Permitted Liens”, such option exercisable through of $75 million (the delivery “$75 Million Minimum Cash Balance”) as of written notice a Mandatory Redemption Payment Date (as defined below), and (ii) any adjustments to be made to the Company by $75 Million Minimum Cash Balance as set forth below, on the last day of May and November of each year (or if such Holder day is not a Business Day, on the next Business Day) (the "Default Notice"each a “Mandatory Redemption Payment Date”), commencing on May 31, 2013, the outstanding Issuer shall deposit with the Paying Agent an amount equal to the sum of (i) 75% of the Corporation’s Excess Cash Flow for the immediately preceding six-month period ended March 31 or September 30, as applicable (each a “Mandatory Redemption Period”) plus (ii) any Designated Net Proceeds (as defined under Section 5.8) (such sum referred to hereafter as a “Mandatory Redemption Payment”), to redeem, without premium or penalty, the maximum principal amount of this Warrant Notes (plus accrued and unpaid interest, if any, on the Notes and the amount of all fees and expenses incurred in connection therewith) that may be redeemed with the applicable Mandatory Redemption Payment. The redemption price shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the aggregate principal amount of Notes, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). The Notes to be redeemed with a Mandatory Redemption Payment in respect of any Mandatory Redemption Period shall be deemed to have been redeemed and fully paid, satisfied and discharged on the date the Issuer has deposited with the Paying Agent the applicable Mandatory Redemption Payment. For greater certainty, if, at any time, a Mandatory Redemption Payment determined under this Section 4.3 would, if paid, result in the Cash Balance immediately after such payment less than the $75 Million Minimum Cash Balance, such Mandatory Redemption Payment shall be reduced to an amount that would result in the Cash Balance immediately after such payment to be equal to the $75 Million Minimum Cash Balance. Notwithstanding the foregoing paragraphs, for purposes of the application of the $75 Million Minimum Cash Balance with respect to any Mandatory Redemption Payment Date, in the event that (i) the Black-Scholes value of Mandatory Redemption Payment determined under this Section for such Mandatory Redemption Payment Date would, if paid, result in the remaining unexercised portion of this Warrant on Cash Balance immediately after such payment to be less than the date of such Default Notice $75 Million Minimum Cash Balance and (2ii) the Black-Scholes value Corporation or any of its Restricted Subsidiaries completed any acquisitions of assets or Capital Stock of another Person, made any Investments in any Unrestricted Subsidiaries, made any Restricted Payment pursuant to clauses 1.1(1) (to the remaining unexercised portion extent such Restricted Payment is made in cash in exchange for Qualifying Equity Interests, but excluding any such Restricted Payment made to the Corporation or any of this Warrant on its Restricted Subsidiaries), 1.1(3) (to the Trading Day immediately preceding the date that the Mandatory Redemption Amount extent such cash dividend is not paid to the Holder. The Corporation or any of its Restricted Subsidiaries), 1.1(5), 1.1(8) or 1.1(13) of the second paragraph of Section 5.6 or made any Permitted Investments described in clauses (9) or (19) of the definition thereof, in each case payable in whole or in part in cash, or the amount of Excess Cash Flow was increased pursuant to clauses (a)(i), (a)(ii), (b)(i) or (b)(ii) of the definition of “Excess Cash Flow” (collectively, “Designated Cash Payment Events”), at any time during the six-month period commencing on the day immediately following the preceding Mandatory Redemption Amount shall be payablePayment Date and ending on such Mandatory Redemption Payment Date (or, in cash or cash equivalent, within five (5) business days the case of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the first Mandatory Redemption Amount within thirty (30) days of Period, the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") eight-month period beginning on the first Trading Day day of each calendar month thereafter (each a "Default Adjustment Date") until such Mandatory Redemption Period and ending May 31, 2013), the Default Amount is paid in full, to a price $75 Million Minimum Cash Balance shall be reduced by an amount equal to the lesser portion of any cash payment made for such Designated Cash Payment Events which resulted in the Cash Balance as determined under this Section 4.3 to be less than the $75 Million Minimum Cash Balance as of such Mandatory Redemption Payment Date or, in the event that the amount of Excess Cash Flow was increased pursuant to clauses (a)(i), (a)(ii), (b)(i) or (b)(ii) of the definition of “Excess Cash Flow”, by an amount equal to such increase. Notwithstanding any other provision hereof, in the event that (i) the Exercise Price then in effectaggregate amount of the Mandatory Redemption Payments due on May 31, 2013 and November 30, 2013 (collectively, the “2013 Mandatory Redemption Payments”) is less than $100 million (the “2013 Minimum Mandatory Redemption Payment”), the Issuer shall deposit with the Paying Agent, on the Mandatory Redemption Payment Date occurring on the last day of November of 2013 (or if such day is not a Business Day, on the next Business Day), together with the applicable Mandatory Redemption Payment, an amount equal to the difference between the applicable 2013 Minimum Mandatory Redemption Payment and the 2013 Mandatory Redemption Payments, (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt aggregate amount of the Holder's Default NoticeMandatory Redemption Payments due on May 31, 2014 and November 30, 2014 (collectively, the Default Amount“2014 Mandatory Redemption Payments”) is less than $75 million (the “2014 Minimum Mandatory Redemption Payment”), the Issuer shall deposit with the Paying Agent, on the Mandatory Redemption Payment Date occurring on the last day of November of 2014 (or if such day is not a Business Day, on the next Business Day), together with all other amounts payable hereunderthe applicable Mandatory Redemption Payment, an amount equal to the difference between the 2014 Minimum Mandatory Redemption Payment and the 2014 Mandatory Redemption Payments, and (iii) the aggregate amount of the Mandatory Redemption Payments due on May 31, 2015 and November 30, 2015 (collectively, the “2015 Mandatory Redemption Payments”) is less than $50 million (provided, however, that such $50 million amount shall immediately become due and payablebe reduced by the amount, all without demandif any, presentment by which the 2014 Mandatory Redemption Payments, in the aggregate, exceeded $75 million) (the “2015 Minimum Mandatory Redemption Payment”), the Issuer shall deposit with the Paying Agent, on the Mandatory Redemption Payment Date occurring on the last day of November of 2015 (or noticeif such day is not a Business Day, all of which hereby are expressly waivedon the next Business Day), together with all coststhe applicable Mandatory Redemption Payment, including, without limitation, legal fees and expenses, of collection, an amount equal to the difference between the 2015 Minimum Mandatory Redemption Payment and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity2015 Mandatory Redemption Payments, and (B) the Holder shall have the right at any timeprovided, so long as the Company remains in default (and so long and however, that to the extent that there are sufficient authorized shares)any amount is deposited by the Issuer in order to meet the 2013 Minimum Mandatory Redemption Payment, the 2014 Minimum Mandatory Redemption Payment or the 2015 Minimum Mandatory Redemption Payment, as applicable, no adjustment shall be made to require the Company2013 Minimum Mandatory Redemption Payment, upon written notice ("Default Exercise Notice") (which may be given one the 2014 Minimum Mandatory Redemption Payment or more timesthe 2015 Minimum Mandatory Redemption Payment, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise")as applicable, in lieu of all or any specified portion (order to maintain the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount$75 Million Minimum Cash Balance.

Mandatory Redemption. If any Events a. Except as otherwise provided in the last sentence of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"this Section 4(a), the outstanding amount Partnership shall have the right ("Mandatory Redemption Right") at any time on or after April 1, 2000, to redeem all or any portion of this Warrant the Class D OP Units at a redemption price equal to $______* per Class D OP Unit; provided, however, that any such redemption shall be immediately redeemed by effected on a pro rata basis among all of the Company and the Company holders of Class D OP Units. The Mandatory Redemption Right shall pay be exercised pursuant to the Holder (a "Mandatory Redemption") an amount notice (the "Mandatory Redemption Amount" or the "Default AmountNotice") equal delivered by the Partnership to 100% the holders of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that Class D OP Units whose Class D OP Units are being redeemed. If the Mandatory Redemption Amount Notice is paid given to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days a holder of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due DateClass D OP Units, then (A) the Exercise Price redemption of such holder's Class D OP Units shall be permanently decreased (but not increased) (each a "Default Adjustment") take place on the first Trading tenth Business Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Exchange Rights Agreement, dated _________, 1998, among MeriStar Hospitality Corporation ("MHC"), the Partnership and the Persons set forth therein (the "Exchange Agreement")) shall continue to accrueafter the giving of such notice. On such tenth Business Day, the date that is five (5) Partnership shall pay to such holder of Class D OP Units the redemption price herein above provided for, and such holder of Class D OP Units shall deliver to the Partnership such instruments of transfer as the Partnership shall reasonably require, assigning to the Partnership the Class D OP Units being redeemed, free and clear of all liens and encumbrances. Such holder of Class D OP Units shall pay any state or local property tax payable in connection with such transfer. Notwithstanding anything to the contrary contained in the foregoing, if, within 5 Business Days after the Company's receipt giving of the Holder's Default Mandatory Redemption Notice, any holder of Class D OP Units gives the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all Notice of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and Exchange (as defined in the Holder shall _______________________ /*/ To be entitled to exercise all other rights and remedies available at law or in equity, and (B) computed based upon the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") determination of the unpaid portion (the "Unpaid Portion") value of the Default Amount, a number (the "Default Share Amount"spin-off of OPCO. Exchange Agreement) of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result the Class D OP Units specified in such Mandatory Redemption Notice, then such Mandatory Redemption Notice shall be deemed null and void and the a violation provisions of Article 2 of the Beneficial Ownership Limitation, then that particular Specified Portion Exchange Rights Agreement shall be automatically reduced apply with respect to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountClass D OP Units.

Mandatory Redemption. If any Events of Default (a) Upon the Mandatory Redemption Date, the Corporation shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option redeem all of the Holder, such option exercisable through the delivery outstanding shares of written notice to the Company Series C Preferred Stock by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") paying therefor in cash an amount per share of Series C Preferred Stock (the "Mandatory Redemption Amount" or the "Default AmountPrice") equal to 100% the sum of the greater Stated Amount, plus all Accrued Dividends thereon to the date of redemption. (b) Notice of redemption of shares of Series C Preferred Stock pursuant to Section 6(a) shall be sent at least thirty (30) Business Days prior to the Mandatory Redemption Date, by first class mail, postage prepaid, to each holder of record of shares of Series C Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation, provided that the failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceedings except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. Such notice shall state: (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or ; (ii) the lowest Market Price Mandatory Redemption Price; (iii) that has occurred on any Default Adjustment Date since the date that the Event all outstanding shares of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments Series C Preferred Stock are to be redeemed; (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (Biv) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one place or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date places where certificates for such shares are issued to be surrendered for payment of the HolderMandatory Redemption Price, PROVIDED THATincluding any procedures applicable to redemptions to be accomplished through book-entry transfers; and (v) that dividends on the shares to be redeemed shall cease to accumulate as of the Mandatory Redemption Date, or, if such shares are not actually redeemed on such date, the Holder may require date on which the shares of Series C Preferred Stock are actually redeemed by the Corporation. The Corporation shall also publish the fact that such it is redeeming shares of Series C Preferred Stock through a nationally prominent newswire service on or before the date of mailing any notice of redemption. (c) Upon the Mandatory Redemption Date (unless the Corporation shall default in making payment of the appropriate Mandatory Redemption Price), whether or not certificates for shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares which are due within five (5) Business Days the subject of the date that the Holder delivers a Default Exercise Mandatory Redemption Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted have been surrendered for redemptioncancellation, the Company shall redeem a pro rata amount from each Holder based on the number shares of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect Series C Preferred Stock to be exceeded. If repurchased shall be deemed to be no longer outstanding, dividends on such shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to the extent that the issuance of Default Shares be stockholders with respect to a given Specified Portion would result in such shares and shall have no rights with respect thereto, except for the a violation of rights to receive the Beneficial Ownership LimitationMandatory Redemption Price, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountwithout interest.

Mandatory Redemption. If (a) The Corporation shall redeem, from any Events source of Default shall occur and any such Event funds legally available therefor, all then outstanding shares of Default continues for an additional ten (10) Business Days after Series C Preferred on the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder ten-year anniversary date (the "Default NoticeRedemption Date"), ) of the Original Issue Date. The Corporation shall effect such redemption on the Redemption Date by paying in exchange for the outstanding shares of Series C Preferred Stock cash in the amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay equal to the Holder (a "Mandatory Redemption") an amount liquidation value of such shares pursuant to Section 1 above (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due DatePrice"). If the Company fails to pay the Mandatory Redemption Amount within . (b) At least fifteen (15) but no more than thirty (30) days prior to the Redemption Date, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Default Amount Due Series C Preferred, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying the Redemption Date, then (A) the Exercise Price shall Redemption Price, the place at which payment may be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, obtained and calling upon such holder to a price equal surrender to the lesser of (i) the Exercise Price then in effectCorporation, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On manner and at the date that is five (5) Business Days after place designated, his or her certificate or certificates representing the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion Series C Preferred (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery DeadlineRedemption Notice"). Except as provided in Section 3(c) below, on or after the Redemption Date, each holder of Series C Preferred shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. (c) From and after the Redemption Date, unless there shall have been a default in the payment of the Redemption Price, all rights of the holders of shares of Series C Preferred (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the Company is unable funds of the Corporation legally available for redemption of shares of Series C Preferred on the Redemption Date are insufficient to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holdersshares of Series C Preferred, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of Series C Preferred based on their holdings of Series C Preferred. The Holder shares of Series C Preferred not redeemed shall not be remain outstanding and entitled to receive Default Shares on a given date if all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series C Preferred such funds will immediately be used to redeem the balance of the shares to the extent of such additional funds until all shares of Series C Preferred are redeemed. (d) At least ten days prior to the Redemption Date, the Corporation shall deposit the Redemption Price of all shares of Series C Preferred with a bank or trust corporation having aggregate capital and surplus in excess of $100,000,000 as a trust fund for the benefit of the respective holders of the Series C Preferred, with irrevocable instructions and authority to the bank or trust corporation to pay the Redemption Price for such shares to their respective holders on or after the Redemption Date upon receipt of notification from the Corporation that such issuance would cause holder has surrendered his or her share certificate to the Beneficial Ownership Limitation then in effect Corporation pursuant to Section 3(b) above. As of the Redemption Date, the deposit shall constitute full payment of the shares to their holders, and from and after the Redemption Date the shares of Series C Preferred shall be redeemed and shall be deemed to be exceeded. If no longer outstanding, and the holders thereof shall cease to the extent that the issuance of Default Shares be stockholders with respect to such shares and shall have no rights with respect thereto except the rights to receive from the bank or trust corporation payment of the Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Such instructions shall also provide that any moneys deposited by the Corporation pursuant to this Section 3(d) for the redemption of shares thereafter converted into shares of the Corporation's Common Stock pursuant to Section 2 hereof prior to the Redemption Date shall be returned to the Corporation forthwith upon such conversion. The balance of any moneys deposited by the Corporation pursuant to this Section 3(d) remaining unclaimed at the expiration of two years following the Redemption Date shall thereafter be returned to the Corporation upon its request expressed in a given Specified Portion would result resolution of its Board of Directors. (e) Notwithstanding anything to the contrary in this Section 3, in the a violation event the Corporation is precluded by applicable law from redeeming any of the Beneficial Ownership LimitationSeries C Preferred hereunder, then that particular Specified Portion the Corporation shall be automatically reduced to redeem such Series C Preferred at the earliest date permitted under applicable law. (f) The provisions of this Section 3 shall terminate upon the closing of a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountQualified IPO.

Mandatory Redemption. If The Bonds are subject to mandatory redemption on any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice date, at a redemption price equal to the Company that an Event of Default has occurred and specifying principal amount thereof plus accrued interest to the factual basis therefor then thereafterredemption date, unless waived by the Holder, without premium, at the option earliest practicable date from payments made under the Credit Facility or from funds transferred from the Bond Mortgage Loan Fund to the Redemption Fund pursuant to Section 4.02(E), as applicable, upon the occurrence of any of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of following: (i) in whole or in part, upon receipt by the Black-Scholes value Trustee of (1) proceeds of a draw under the Credit Facility, in the amount of Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the remaining unexercised portion Bond Mortgage Loan, such amount to be applied to reimburse the Credit Facility Provider for the draw under the Credit Facility as a result of this Warrant on casualty or condemnation of the date of such Default Notice Project and (2) a written direction by the Black-Scholes value Credit Facility Provider to redeem such Bonds using moneys obtained as a result of a draw upon the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or Credit Facility; or (ii) in whole, (1) upon receipt by the lowest Market Price that has occurred on any Default Adjustment Date since Trustee of amounts from the date that Credit Facility Provider pursuant to the Event Credit Facility or from funds transferred from the Bond Mortgage Loan Fund to the Redemption Fund pursuant to Section 4.02(e), as applicable, as a result of Default began. Notwithstanding the occurrence of an Event a default under any Bond Mortgage Loan Document and receipt by the Trustee of Defaulta written direction by the Credit Facility Provider to redeem the Bonds pursuant to the Credit Facility; or (2) upon receipt by the Trustee of notice from the Construction Phase Credit Facility Provider that the interest component of the Construction Phase Credit Facility will not be reinstated following a draw on the Construction Phase Credit Facility to pay interest on the Bonds; or (iii) in whole, Failure Payments and any other Required Cash Payments (as defined in on the Securities Purchase Agreement) shall continue to accrue. On last Business Day which is not less than five days before the date that is five (5) Business Days after of expiration of any Credit Facility unless the Company's receipt Trustee receives a renewal or extension of or replacement for such Credit Facility meeting the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all requirements of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.Section

Mandatory Redemption. If (a) Unless the Requisite First Priority Holders shall otherwise agree pursuant to Section 7.3(a), if on any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to date the Company or any Restricted Subsidiary shall receive or be entitled to receive Net Cash Proceeds from any Asset Sale (other than any Asset Sale that constitutes a Change of Control and other than any Asset Sale described in Section 4.21(a)(1) through (5)), then all such Net Cash Proceeds over U.S.$2.5 million per year, less the amount of Net Cash Proceeds with respect to which a Reinvestment Notice has been delivered and is effective, shall be applied within thirty (30) days to redeem the First Priority Securities at the Redemption Price, and each such date shall be a Redemption Date; provided, however, that: (i) no Reinvestment Notice may be delivered if an Event of Default has occurred and specifying the factual basis therefor then thereafteris continuing, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder and (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (iii) the Black-Scholes value Net Cash Proceeds of Asset Sales with respect to which Reinvestment Notices have been delivered may not exceed U.S.$15.0 million in the remaining unexercised portion of this Warrant on the date of such Default Notice and aggregate, and (2iii) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory any Reinvestment Redemption Amount shall be payableapplied on the Reinvestment Redemption Date to redeem the First Priority Securities at the Redemption Price, and each such Reinvestment Redemption Date shall be a Redemption Date, and (iv) the Net Cash Proceeds of an Asset Sale that are subject to a Reinvestment Notice shall be deposited and held either in cash a Company Segregated Account or cash equivalentin a First Priority Collateral Trustee Segregated Account, within five as required under Section 4.35 hereof, pending disbursement or redemption in accordance herewith and in accordance with the First Priority Collateral Trust Agreement; and (5v) business days no Reinvestment Notice may be delivered or be effective for any Net Cash Proceeds of an Asset Sale with respect to an entire Existing Satellite or an Additional Satellite. (b) Unless the Date of the applicable Default Notice (the "Default Amount Due Date"Requisite First Priority Holders shall otherwise agree pursuant to Section 7.3(a). If , if on any date the Company fails or any Restricted Subsidiary shall receive or be entitled to pay receive Net Cash Proceeds from any Recovery Event, then all such Net Cash Proceeds, less the Mandatory Redemption Amount amount of Net Cash Proceeds with respect to which a Reinvestment Notice has been delivered and is effective, shall be applied within thirty (30) days of to redeem the Default Amount Due DateFirst Priority Securities at the Redemption Price, then (A) the Exercise Price and each such date shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Redemption Date") until the Default Amount is paid in full; provided, to a price equal to the lesser of however, that (i) the Exercise Price then in effectno Reinvestment Notice may be delivered if an Event of Default has occurred and is continuing, or and (ii) the lowest Market Price no Reinvestment Notice may be delivered or be effective for any Net Cash Proceeds of a Recovery Event that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence is a total loss of an Existing Satellite or an Additional Satellite, and (iii) no Reinvestment Notice may be delivered or be effective for any Net Cash Proceeds of a Recovery Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt a partial loss of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment an Existing Satellite or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and an Additional Satellite to the extent that such issuance would cause Net Cash Proceeds, together with the Beneficial Ownership Limitation then in effect to Net Cash Proceeds of any other Recovery Event that is a partial loss of an Existing Satellite or an Additional Satellite, exceed U.S.$25.0 million, and (iv) no Reinvestment Notice may be exceeded. If and delivered or be effective for any Net Cash Proceeds of a Recovery Event that is not a total loss or a partial loss of an Existing Satellite or an Additional Satellite to the extent that such Net Cash Proceeds, together with the issuance Net Cash Proceeds of Default Shares with respect any other Recovery Event that is not a total loss or a partial loss of an Existing Satellite or an Additional Satellite, exceed U.S.$2.5 million, unless such Recovery Event results from a loss or partial loss of a Ground Control Station, and (v) any Reinvestment Redemption Amount shall be applied on the Reinvestment Redemption Date to redeem the First Priority Securities at the Redemption Price, and each such Reinvestment Redemption Date shall be a Redemption Date, and (vi) the Net Cash Proceeds of a Recovery Event that are subject to a given Specified Portion would result Reinvestment Notice shall be deposited and held in a First Priority Collateral Trustee Segregated Account pending disbursement or redemption in accordance herewith and in accordance with the First Priority Collateral Trust Agreement. (c) Unless the Requisite First Priority Holders shall otherwise agree pursuant to Section 7.3(a), if, for any fiscal quarter of the Company and its Restricted Subsidiaries commencing with the fiscal quarter ending March 31, 2007, there shall be Excess Cash Flow, then the Company shall, on the relevant Excess Cash Flow Application Date, apply all of such Excess Cash Flow in projections certified in an Officer’s Certificate signed by the chief financial officer of the Company, as Excess Cash Flow to be used in the a violation of immediately following fiscal quarter for purposes permitted under Section 4.18(b)) to redeem the Beneficial Ownership LimitationFirst Priority Securities at the Redemption Price, then that particular Specified Portion and each such Excess Cash Flow Application Date shall be automatically reduced to a value that would cause Redemption Date. The Company shall give the number First Priority Indenture Trustee written notice of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction prepayment or redemption applicable to the First Priority Securities, in the form of a Trustee Redemption Notice, no later than thirty (30) days before the end of the fiscal quarter with respect to which such prepayment is made. The Trustee Redemption Notice shall contain a calculation of Excess Cash Flow for the applicable quarter and shall be added back accompanied by an Officer’s Certificate signed by the chief financial officer of the Company that certifies the correctness and completeness of the calculation and the reasonableness of the estimates included therein. Each payment of Excess Cash Flow to the Unpaid Portion Paying Agent to redeem the First Priority Securities shall be made on a date (an “Excess Cash Flow Application Date”) no later than the last day of the Default Amountcalendar quarter for which the Excess Cash Flow is calculated.

Mandatory Redemption. If any Events This Note may be the subject of Default shall occur an Asset Disposition Offer, as defined and any such Event of Default continues for an additional ten (10) Business Days after further described in the Holder provides written notice Indenture. This Note is also subject to mandatory redemption in the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of following circumstances: (i) If on the Black-Scholes value 90th day after the Issue Date, any portion of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value net proceeds of the remaining unexercised portion Notes shall not have been applied to a purpose set forth in clause (a), (b) or (c) of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days Section 4.20 of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionIndenture, the Company shall redeem a pro rata notes on such 90th day in an amount from each Holder based equal to such portion; (ii) Subject to issuance on or prior to the Issue Date by the Company of not less than $325,000,000 of New Notes and the incurrence or issuance by the Company of not less than $825,000,000 in the aggregate of Notes and Second Lien Term Loans, if on the number 60th day following the Issue Date the aggregate outstanding principal amount of Warrants submitted for redemption by the Existing 2015 Senior Notes and the Existing 2016 Senior Notes, taken together, shall exceed $100,000,000, the Company shall on such Holder relative date redeem all of the Notes; (iii) If on the 91st day prior to the total number maturity date for any of Warrants submitted for redemption by the Existing 2015 Senior Notes, the Existing 2016 Senior Notes or the Existing Subordinate Notes, the aggregate principal amount of all Holders. The Holder such Existing Notes, taken together, that shall not be entitled to receive Default Shares on have been repurchased or redeemed (other than with the proceeds of Indebtedness), refinanced with Refinancing Indebtedness that has a given Stated Maturity at least 91 days later than the final maturity date if and applicable to the extent that such issuance would cause Notes or amended to have a Stated Maturity at least 91 days later than the Beneficial Ownership Limitation then in effect to be exceeded. If and final maturity date applicable to the extent Notes exceeds $100,000,000, the Company shall on such date redeem all the Notes; and (iv) If, on the date that is 91 days prior to the issuance of Default Shares with respect to a given Specified Portion would result in maturity date for the a violation Existing 2019 Senior Notes, the aggregate principal amount of the Beneficial Ownership LimitationExisting 2019 Senior Notes that shall not have been repurchased or redeemed (other than with the proceeds of Indebtedness), then refinanced with Refinancing Indebtedness that particular Specified Portion shall be automatically reduced to has a value that would cause Stated Maturity at least 91 days later than the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back final maturity date applicable to the Unpaid Portion of Notes or amended to have a Stated Maturity at least 91 days later than the Default Amountfinal maturity date applicable to the Notes exceeds $100,000,000, the Company shall on such date redeem all the Notes.

Mandatory Redemption. If any Events of Default The Corporation shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option mandatorily redeem all of the Holder, such option exercisable through outstanding shares of Convertible Preferred Stock (each of the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (following being a "Mandatory Redemption") (i) on [_______], 2009, at a redemption price equal to the Liquidation Price per share (plus an amount equal to all accrued and unpaid dividends to such date of redemption) or (ii) if (A) either the "Mandatory Redemption Amount" Delaware Reincorporation Vote or the Requisite NYSE Shareholder Approval is not obtained by December 31, 1999 and (B) if within twelve months following the date of the Preferred Stock Subscription Agreement, the Corporation announces or consummates a Third Party Transaction, at the Liquidation Price plus the excess, if any, of (x) the Applicable Base Price over (y) $5.25, as such number may be adjusted from time to time as provided in Section 9, multiplied by the number of Conversion Shares into which the Convertible Preferred Stock being redeemed is convertible on the date immediately preceding such announcement or consummation of the Third Party Transaction (a "Default AmountThird Party Redemption Date"). In addition, if the Company Common Stock continues to be publicly traded following the consummation of any Third Party Transaction, the Holders whose Convertible Preferred Stock has been redeemed pursuant to clause (ii) of this Section 5(a) shall be entitled to receive within ten days after the first anniversary of the Third Party Redemption Date an amount equal to 100% of the greater excess, if any, of (i) the Blackhighest average consecutive 30-Scholes value day trading price of the remaining unexercised portion Company Common Stock during the 12 months following the Third Party Redemption Date over (ii) the Applicable Base Price, multiplied by the number of this Warrant Conversion Shares into which the Convertible Preferred Stock could have been converted on the date Third Party Redemption Date. No Mandatory Redemption pursuant to this Section 5(a) shall be made unless and until all outstanding Repriced Preferred Stock has been converted, repurchased, redeemed or otherwise retired. If, upon any Mandatory Redemption, funds are not legally available to the Corporation for redemption of all the shares of Convertible Preferred Stock, the Corporation shall redeem on such Default Notice date, at the applicable redemption price, that number of shares of Convertible Preferred Stock which it can lawfully redeem, and (2) from time to time thereafter, as soon as funds are legally available, the Black-Scholes value Corporation shall redeem at the applicable redemption price shares of Convertible Preferred Stock until the remaining unexercised portion Corporation has redeemed the shares of this Warrant on Convertible Preferred Stock in full. In the Trading Day immediately preceding the date event that the Mandatory Redemption Amount Corporation is paid to in arrears in the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days redemption of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, its Convertible Preferred Stock pursuant to a price equal to Mandatory Redemption, the lesser of Corporation may not (i) the Exercise Price then in effectpurchase, redeem or pay dividends on any Junior Stock or (ii) the lowest Market Price that has occurred make any mandatory purchase or redemption of any Convertible Preferred Stock or stock on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue a parity therewith except pro rata according to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become such obligations then due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of arrears among all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountoutstanding stock.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) The Issuer shall mandatorily prepay the Black-Scholes value outstanding principal amounts of all Debentures, in full or part, together with all the remaining unexercised portion of this Warrant other Amounts Due including the accrued Coupon on the Debentures to the Debenture Holders upto the date of such Default Notice prepayment within from the proceeds of any amount received by and (2) the Black-Scholes value on behalf of the remaining unexercised portion Issuer from any of this Warrant the following events, promptly on the Trading Day immediately preceding receipt of such amounts and in any event within 10 (ten) Business Days from the date that of the Mandatory Redemption Amount is paid receipt of such amounts, without any requirement of notice from the Debenture Trustee: a) any Insurance Proceeds to the Holder. The Mandatory Redemption Amount shall be payableextent such Insurance Proceeds are not applied towards repair, in cash renovation, restoration, replacing or cash equivalent, within five (5) business days re-instating of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails assets relating to pay the Mandatory Redemption Amount within thirty (30which such Insurance Proceeds were obtained; b) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of any proceeds exceeding (i) Rs.1,00,00,000 (Rupees One Crore) in the Exercise Price then aggregate in effect, a Fiscal Year for the Issuer or (ii) Rs. 6,00,00,000 (Rupees Six Crores) in aggregate in a Fiscal Year for the lowest Market Price Group Issuers, and arising from the sale, transfer or disposal of movable or immovable assets of the Issuer; c) subject to sub-section (d), any Contractual Damages arising under the Project Documents (including but not limited to Contractual Damages received pursuant to loss of revenue, liquidated damages, termination payments, buyout payments/forfeiture of advance/booking amount or from any parties to erection, procurement and construction contracts, operation and management contracts, lease agreements and/or from any of its Affiliates). Provided that in the event the Issuer is unable to utilize any Contractual Damages pursuant to a stay order by a competent Government Authority as the Project Participant has occurred on any Default Adjustment Date since preferred an appeal against the date payment of the said Contractual Damages, the Issuer shall promptly inform the Debenture Trustee of the same and the Issuer shall not be required to mandatorily prepay the same within the timelines stipulated in this section, unless the Debenture Trustee is of the opinion that the Event utilization of Default begansaid monies are not subject to stay / limitation under the aforesaid order by the competent Government Authority. Notwithstanding Further, upon any such aforesaid stay / limitation issued by Government Authority being lifted, the occurrence of an Event of DefaultIssuer shall utilize the monies towards prepayment in accordance with this sub-section, Failure Payments and any other Required Cash Payments promptly but no later than within 10 (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5ten) Business Days from the date of lifting of such stay/limitation; d) any proceeds arising in connection with a breach of warranty or guarantee under any Project Document after meeting the Company's receipt relevant replacement/repair expenses pertaining to the breach of warranty or invoking of guarantees, to the satisfaction of the Holder's Default NoticeDebenture Holders. Provided that in the event the Issuer is unable to utilize any Contractual Damages pursuant to a stay order by a competent Government Authority as the Project Participant has preferred an appeal against the payment of the said Contractual Damages, the Default Amount, together with all other amounts payable hereunder, Issuer shall immediately become due and payable, all without demand, presentment or notice, all promptly inform the Debenture Trustee of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, the same and the Holder Issuer shall not be entitled required to exercise all other rights and remedies available at law or mandatorily prepay the same within the timelines stipulated in equitythis section, and (B) unless the Holder shall have Debenture Trustee is of the right at any time, so long as opinion that the Company remains in default (and so long and utilization of said monies are not subject to stay / limitation under the extent that there are sufficient authorized shares), to require aforesaid order by the Companycompetent Government Authority. Further, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided such aforesaid stay / limitation issued by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THATGovernment Authority being lifted, the Holder may require that such payment of shares be made Issuer shall utilize the monies towards prepayment in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five accordance with this sub-section, promptly but no later than 10 (5ten) Business Days from the date of lifting of such stay/limitation; e) any proceeds resulting from an arbitral or judicial award received by the Issuer in connection with or pursuant to any Project Document (other than Contractual Damages as referred to in sub-section (d)); and f) any proceeds arising in relation to the compulsory expropriation, nationalisation, seizure or other similar event with respect to any part of the date Project. It is hereby clarified that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder Issuer shall not be entitled required to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance make payment of Default Shares with respect to a given Specified Portion would result any prepayment premium in the a violation event of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced mandatory redemption pursuant to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountthis sub-section.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after Notwithstanding the Holder provides written notice anything to the contrary in the Indenture, none of the Company that an Event or any of Default has occurred and specifying the factual basis therefor then thereafterits Subsidiaries shall make any purchase of, unless waived or otherwise effectively cancel or retire any 2017 A Notes (whether through open market purchases, tender offers, defeasance, offers to purchase required by the Holder2017 A Notes or otherwise) if, after giving effect thereto and, if applicable, any concurrent purchase of or other action with respect to any 2017 B Notes, the ratio of (a) the outstanding aggregate principal amount of the 2017 B Notes to (b) the outstanding aggregate principal amount of the 2017 A Notes shall be greater than 0.250; provided, however, that the foregoing restriction shall not be applicable in the case of any Change of Control Offer, 2017 A Notes Purchase Offer or offer to purchase the 2017 B Notes required to be made under the 2017 B Indenture at the option price specified with respect thereto to all holders of the Holder2017 B Notes, such option exercisable through where a violation of the delivery foregoing restriction would occur solely as a result of written notice different offer acceptance rates by the holders of the 2017 A Notes and the 2017 B Notes. References to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company 2017 A Notes and the Company shall pay to 2017 B Notes in this Section 6 do not include any Additional 2017 A Notes or any Additional 2017 B Notes, as applicable. (b) If the Holder Issuer makes (a "Mandatory Redemption"1) an amount (any optional redemption of the "Mandatory Redemption Amount" 2017 B Notes, purchase of 2017 B Notes through open-market purchases at or the "Default Amount") equal to above 100% of the greater of (i) principal amount thereof or offer to purchase the Black-Scholes value 2017 B Notes at 100% of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid principal amount thereof, plus accrued but unpaid interest pursuant to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion"Section 4.10(b)(2) of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT2017 B Indenture, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionIssuer shall, the Company shall redeem substantially concurrently therewith, apply a pro rata amount from each Holder based on to make an optional redemption of the number 2017 A Notes, purchase 2017 A Notes through open-market purchases at or above 100% of Warrants submitted for redemption by such Holder relative the principal amount thereof or offer to purchase the 2017 A Notes (in accordance with procedures similar to those applicable to the total number 2017 B Notes) to all Holders of Warrants submitted for redemption by all Holders2017 A Notes, in each case, to purchase a pro rata amount of 2017 A Notes at 100% of the principal amount thereof, plus accrued but unpaid interest (a “2017 A Notes Purchase Offer”), or (2) any 2017 B Notes Asset Sale Offer under the 2017 B Notes Indenture, the Issuer shall, substantially concurrently therewith, apply a pro rata amount to make a 2017 A Notes Purchase Offer to purchase a pro rata amount of 2017 A Notes at 100% of the principal amount thereof, plus accrued but unpaid interest. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance For purposes of Default Shares this Section 6(b), “pro rata amount” with respect to a given Specified Portion would result in the a violation 2017 A Notes shall be calculated taking into account all 2017 B Notes and other Pari Passu Indebtedness subject to the applicable redemption, purchase, or offer. Any purchase or redemption of the Beneficial Ownership Limitation, then that particular Specified Portion 2017 B Notes pursuant to Section 5.01(b)(2) of the 2017 B Indenture shall be automatically reduced to a value that would cause the number of Default Shares deemed to be issued to equal the Maximum Percentage, and the amount a purchase of such reduction shall be added back to the Unpaid Portion 2017 B Notes covered by clause (1) of the Default Amountthis Section 6(b).

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterOn January 1, unless waived by the Holder2025, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and “Initial Redemption Date”) the Company shall pay to begin the Holder redemption of the Series A Preferred Stock as set forth herein (a "the “Mandatory Redemption") an amount ”). The Corporation shall redeem 1/36th of the Series A Preferred Stock (the "“Mandatory Redemption Amount" or ”) during each month beginning on the "Default Amount") Initial Redemption Date. If the Mandatory Redemption Amount is to be paid in cash, the price for such redemption shall be 105% multiplied by the sum of an amount equal to 100% the total number of Series A Preferred Stock held by the greater Holder multiplied by the then current Stated Value as adjusted pursuant to the terms hereof (including, but not limited to, the addition of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that any accrued unpaid dividends, if applicable). If the Mandatory Redemption Amount is paid in Common Stock, the number of shares to be issued will be at a 10% discount to average of the five lowest closing prices for the Corporation’s Common Stock during the 30 Trading Days prior to the Holderapplicable Mandatory Redemption Date. The option to choose between cash or stock Mandatory Redemption shall be at the Company’s sole discretion; provided, that if the Company elects to pay a Mandatory Redemption Amount in Common Stock, and if such shares of Common Stock to be so issued are not then registered with the Securities and Exchange Commission pursuant to an effective and available registration statement under the Securities Act of 1933, as amended, then the Company will bear all reasonable costs and expenses incurred by the Holder so registering such shares of Common Stock or of complying with the requirements of Rule 144 applicable to the Holder in connection with any proposed resale of such shares of Common Stock by the Holder pursuant to Rule 144, and will promptly (with 14 calendar days of receipt of notice from Holder of same) reimburse the Holder for any such costs and expenses actually incurred by the Holder, provided that the Company shall not bear the cost of more than one counsel for all the Holders if the shares are to be registered. The issuance of Common Stock under a Mandatory Redemption shall be payablemade within two Trading Days of each Mandatory Redemption and, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price in cash shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Trading Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountMandatory Redemption.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after the Holder provides written notice Notwithstanding anything to the contrary in this Indenture, none of the Company that an Event or any of Default has occurred and specifying the factual basis therefor then thereafterits Subsidiaries shall make any purchase of, unless waived or otherwise effectively cancel or retire, any 2017 A Notes (whether through open market purchases, tender offers, defeasance, offers to purchase required by the Holder2017 A Notes or otherwise) if, after giving effect thereto and, if applicable, any concurrent purchase of or other action with respect to any 2017 B Notes, the ratio of (a) the outstanding aggregate principal amount of the 2017 A Notes to (b) the outstanding aggregate principal amount of the 2017 B Notes shall be greater than 0.250; provided, however, that the foregoing restriction shall not be applicable in the case of any Change of Control Offer, a 2017 A Notes Purchase Offer or offer to purchase the 2017 B Notes required to be made under the 2017 B Indenture at the option price specified with respect thereto to all holders of the Holder2017 B Notes, such option exercisable through where a violation of the delivery foregoing restriction would occur solely as a result of written notice different offer acceptance rates by the holders of the 2017 B Notes and the 2017 A Notes. References to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company 2017 B Notes and the Company shall pay to 2017 A Notes in this Section 3.08 do not include any Additional 2017 B Notes or any Additional 2017 A Notes, as applicable. (b) If the Holder Issuer makes (a "Mandatory Redemption"1) an amount (any optional redemption of the "Mandatory Redemption Amount" 2017 B Notes, purchase of 2017 B Notes through open-market purchases at or the "Default Amount") equal to above 100% of the greater of (i) principal amount thereof or offer to purchase the Black-Scholes value 2017 B Notes at 100% of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid principal amount thereof, plus accrued but unpaid interest pursuant to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion"Section 4.10(b)(2) of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT2017 B Indenture, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionIssuer shall, the Company shall redeem substantially concurrently therewith, apply a pro rata amount from each Holder based on to make an optional redemption of the number 2017 A Notes, purchase 2017 A Notes through open-market purchases at or above 100% of Warrants submitted for redemption by such Holder relative the principal amount thereof or offer to purchase the 2017 A Notes (in accordance with procedures similar to those applicable to the total number 2017 B Notes) to all Holders of Warrants submitted for redemption by all Holders2017 A Notes, in each case, to purchase a pro rata amount of 2017 A Notes at 100%) of the principal amount thereof, plus accrued but unpaid interest (a “2017 A Notes Purchase Offer”), or (2) any 2017 B Notes Asset Sale Offer under the 2017 B Notes Indenture, the Issuer shall, substantially concurrently therewith, apply a pro rata amount to make a 2017 A Notes Purchase Offer to purchase a pro rata amount of 2017 A Notes at 100% of the principal amount thereof, plus accrued but unpaid interest. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance For purposes of Default Shares this Section 3.08(b), “pro rata amount” with respect to a given Specified Portion would result in the a violation 2017 A Notes shall be calculated taking into account all 2017 B Notes and other Pari Passu Indebtedness subject to the applicable redemption, purchase, or offer. Any purchase or redemption of the Beneficial Ownership Limitation, then that particular Specified Portion 2017 B Notes pursuant to Section 5.01(b)(2) of the 2017 B Indenture shall be automatically reduced to a value that would cause the number of Default Shares deemed to be issued to equal the Maximum Percentage, and the amount a purchase of such reduction shall be added back to the Unpaid Portion 2017 B Notes covered by clause (1) of the Default Amountthis Section 3.08(b).

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterOn but not before February 15, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount 2014 (the "Mandatory Redemption Amount" Date"), the Corporation shall be required to redeem, subject to the legal availability of funds therefor, all outstanding shares of the Series A Preferred Stock at a price in cash equal to the Liquidation Preference thereof (the "Mandatory Redemption Price"). The Corporation shall take all actions required or permitted under the laws of the State of Delaware to permit such mandatory redemption. (b) Upon mandatory redemption pursuant to this Section 10, the Corporation shall not pay to the Holders, and no Holder shall be entitled to, any additional amount per share of the Series A Preferred Stock in excess of the Liquidation Preference to compensate any such Holder for any Accumulated Automatic Conversion Ratio Increases through the Mandatory Redemption Date. (c) Unless the Corporation defaults in the payment of the Mandatory Redemption Price, the right of the Holders pursuant to Section 6 to convert shares of the Series A Preferred Stock into Common Stock shall terminate at the close of business on the Business Day preceding the Mandatory Redemption Date, dividends on the Series A Preferred Stock will cease to be payable on and after the Mandatory Redemption Date and all other rights of the Holders will terminate on the Mandatory Redemption Date except for the right to receive the Mandatory Redemption Price, without interest. (d) The Corporation will furnish written notice of the mandatory redemption by issuing a press release for publication on the PR Newswire or an equivalent newswire service, if required by and in accordance with the federal securities laws or the "Default Amount") equal rules of any stock exchange on which the Series A Preferred Stock or the Common Stock is then listed or traded, and in any case by first class mail to 100% each Holder or by publication (with subsequent prompt notice by first class mail to each Holder), at least 15 days in advance of the greater of Mandatory Redemption Date (the "Mandatory Redemption Notice"). In addition to any information required by applicable law or regulation, the press release, if any, and Mandatory Redemption Notice shall state, as appropriate: (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or ; (ii) the lowest Market Price total number of shares of the Series A Preferred Stock to be mandatorily redeemed; (iii) that has occurred each outstanding share of the Series A Preferred Stock will be redeemed for cash in an amount equal to the Mandatory Redemption Price; (iv) that dividends on any Default Adjustment Date since the date Series A Preferred Stock to be mandatorily redeemed will cease to be payable on the Mandatory Redemption Date, unless the Corporation defaults in the payment of the Mandatory Redemption Price; (v) that the Event right of Default began. Notwithstanding the occurrence Holders to voluntarily convert shares of an Event the Series A Preferred Stock into Common Stock will terminate at the close of Defaultbusiness on the Business Day preceding the Mandatory Redemption Date, Failure Payments and any other Required Cash Payments (as defined unless the Corporation defaults in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt payment of the Holder's Default Mandatory Redemption Price; (vi) the Conversion Ratio then in effect; and (vii) that if any shares of the Series A Preferred Stock held by any Holder are represented by one or more physical certificates, such Holder must surrender to the Corporation or the Transfer Agent, in the manner and at the place or places designated, such physical certificate or certificates representing the shares of the Series A Preferred Stock to be redeemed. (e) The mandatory redemption of shares of the Series A Preferred Stock not represented by physical certificates will be effected through the facilities of the Depositary as described in Section 14. Each Holder of one or more physical certificates representing shares of the Series A Preferred Stock shall surrender such physical certificate or certificates to the Corporation or the Transfer Agent (properly endorsed or assigned for transfer, if the Corporation shall so require and the Mandatory Redemption Notice shall so state), in the manner and at the place or places designated in the Mandatory Redemption Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder full Mandatory Redemption Price for such shares shall be entitled to exercise all other rights and remedies available at law or payable in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect cash on the date such shares are issued Mandatory Redemption Date to the Holder, PROVIDED THATand each surrendered physical certificate shall be canceled and retired. (f) The Corporation shall comply with any federal and state securities laws and regulations, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause laws and regulations are applicable, in connection with the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountmandatory redemption.

Mandatory Redemption. If (a) On [ ], 2013 [Note: the date being the fifth anniversary of the date of the Swap Closing] (the “MANDATORY REDEMPTION DATE”), each Holder of Redeemable Convertible Preferred Stock will have the right to require the Company to redeem, in cash, from any Events source of Default shall occur funds legally available therefor and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice subject to the Company that an Event terms of Default has occurred and specifying any of the factual basis therefor then thereafterCompany’s Indebtedness, unless waived by the Senior Stock or Parity Stock all or any of such Holder, ’s shares of Redeemable Convertible Preferred Stock, at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder a cash price per share (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount"“MANDATORY REDEMPTION PRICE”) equal to 100% the sum of the greater Liquidation Preference plus an amount equal to all accrued and unpaid dividends on one share of (i) Redeemable Convertible Preferred Stock, whether or not declared prior to that date, for the Blackthen-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that current Dividend Period through the Mandatory Redemption Amount is paid Date and all prior dividend periods (other than previously declared dividends on shares of Redeemable Convertible Preferred Stock payable to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days Holders of the Date record as of the applicable Default Notice (the "Default Amount Due Date"a prior date). If the Company fails is not legally permitted to pay dividends in cash on the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) such Holders will have the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day right to receive, in lieu of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid cash in fullpayment of such dividends, to a price an additional number of whole shares of Common Stock equal to the lesser amount of dividends otherwise payable divided by the Market Value as determined on the Mandatory Redemption Date, with any resulting fractional share of Common Stock to be settled in accordance with Section 12. (b) Each Holder desiring to exercise its right to require redemption of all or any of its shares of Redeemable Convertible Preferred Stock pursuant to this Section 8 must deliver a written notice of such election to the Company on or after [ ] [Note: the date two months ahead of the Mandatory Redemption Date to be inserted] but in any event at least ten Business Days prior to the Mandatory Redemption Date and such Holder shall have the right to withdraw its election at anytime prior to the tenth (10th) Business Day before the Mandatory Redemption Date. Any written notice of such Holder’s election to require redemption pursuant to this Section 8 shall be duly executed by the Holder and specify the number of shares of Redeemable Convertible Preferred Stock to be redeemed. (c) The Company shall provide each Holder who has notified the Company of its redemption election and has not withdrawn pursuant to Section 8(b) with a written notice of the Holder’s rights to require redemption (addressed to each such Holder at its address as it appears on the stock transfer books of the Company or its Transfer Agent), not later than five Business Days prior to the Mandatory Redemption Date. The Company’s notice of redemption shall specify (i) the Exercise Price then in effect, or Mandatory Redemption Price; (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event Holders who have elected to redeem their shares are to surrender to the Company their shares of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined Redeemable Convertible Preferred Stock in the Securities Purchase Agreementmanner and at the place designated in the notice; and (iii) that the Holders may obtain payment of the Mandatory Redemption Price upon surrender of their shares of Redeemable Convertible Preferred Stock in the manner and at the place designated in the notice. If lawful funds to pay the Redemption Price are available on the Mandatory Redemption Date, then whether or not shares of Redeemable Convertible Preferred Stock are surrendered for payment of the Mandatory Redemption Price, shares of Redeemable Convertible Preferred Stock subject to redemption pursuant to this Section 8 shall continue no longer be outstanding, dividends shall cease to accrue. On accrue on such shares and the date that is five (5) Business Days Holders thereof shall cease to have any rights with respect to such shares of Redeemable Convertible Preferred Stock on and after the Company's receipt Mandatory Redemption Date, except for the right to receive the Mandatory Redemption Price, without interest, upon the surrender of such shares. The Company shall take all such actions as are necessary to maximize the Holder's Default Noticefunds that are legally available for the payment of dividends on, and the Default Amountredemption of, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all shares of which hereby are expressly waived, together with all costsRedeemable Convertible Preferred Stock, including, without limitation, legal fees the revaluation of the Company’s assets to their actual values. (d) The funds necessary for the payment of the Mandatory Redemption Price shall be deposited with the Transfer Agent in trust at least one Business Day prior to the Mandatory Redemption Date, for the pro rata benefit of the Holders of record as they appear on the stock transfer books of the Company or its Transfer Agent, so as to be and expenses, continue to be available therefor. The deposit of collection, and monies in trust with the Holder Transfer Agent up to the amount necessary for the payment of the aggregate Mandatory Redemption Price shall be irrevocable except that the Company shall be entitled to exercise all other rights and remedies available at law or receive from the Transfer Agent the interest earned on monies so deposited in equitytrust, and (B) the Holder Holders of the shares of Redeemable Convertible Preferred Stock redeemed shall have the right at no claim to such interest or other earnings, and any time, balance of monies so long as deposited by the Company remains in default (and so long and to unclaimed by the extent that there are sufficient authorized shares)Holders entitled thereto at the expiration of two years from the Mandatory Redemption Date shall be repaid, together with any interest or other earnings thereon, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more timesand after any such repayment, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") Holders of the unpaid portion (shares of Redeemable Convertible Preferred Stock entitled to the "Unpaid Portion") of funds so repaid to the Default AmountCompany shall look only to the Company for such payment, a number (without interest. On the "Default Share Amount") of shares (the "Default Shares") of Common Stock, Mandatory Redemption Date and subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided receipt by the Exercise Price Company of a completed and duly executed notice of redemption pursuant to Section 8(b), compliance with the instructions set forth in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to notice provided by the Company with the original Warrant (if delivery pursuant to Section 8(c), including surrender of the original is required hereunderany certificates representing share(s) (the "Default Share Delivery Deadline"). If the Company is unable of Redeemable Convertible Preferred Stock to redeem all of the Warrants submitted for redemptionbe redeemed, the Company shall redeem a pro rata amount from instruct the Transfer Agent to pay the Mandatory Redemption Price to each Holder based on the number who has duly exercised its redemption rights pursuant to this Section 8 for each share of Warrants submitted for redemption by Redeemable Convertible Preferred Stock of such Holder relative subject to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountunder this Section 8.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) The Issuer shall mandatorily prepay the Black-Scholes value outstanding principal amounts of all Debentures, in full or part, together with all the remaining unexercised portion of this Warrant other Amounts Due including the accrued Coupon on the Debentures to the Debenture Holders upto the date of such Default Notice prepayment within from the proceeds of any amount received by and (2) the Black-Scholes value on behalf of the remaining unexercised portion Issuer from any of this Warrant the following events, promptly on the Trading Day immediately preceding receipt of such amounts and in any event within 10 (ten) Business Days from the date that of the Mandatory Redemption Amount is paid receipt of such amounts, without any requirement of notice from the Debenture Trustee: a) any Insurance Proceeds to the Holder. The Mandatory Redemption Amount shall be payableextent such Insurance Proceeds are not applied towards repair, in cash renovation, restoration, replacing or cash equivalent, within five (5) business days re-instating of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails assets relating to pay the Mandatory Redemption Amount within thirty (30which such Insurance Proceeds were obtained; b) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of any proceeds exceeding (i) Rs.1,00,00,000 (Rupees One Crore) in the Exercise Price then aggregate in effect, a Fiscal Year for the Issuer or (ii) Rs. 6,00,00,000 (Rupees Six Crores) in aggregate in a Fiscal Year for the lowest Market Price Group Issuers, and arising from the sale, transfer or disposal of movable or immovable assets of the Issuer; c) subject to sub-section (d), any Contractual Damages arising under the Project Documents (including but not limited to Contractual Damages received pursuant to loss of revenue, liquidated damages, termination payments, buyout payments/forfeiture of advance/booking amount or from any parties to erection, procurement and construction contracts, operation and management contracts, lease agreements and/or from any of its Affiliates). Provided that in the event the Issuer is unable to utilize any Contractual Damages pursuant to a stay order by a competent Government Authority as the Project Participant has occurred on any Default Adjustment Date since preferred an appeal against the date payment of the said Contractual Damages, the Issuer shall promptly inform the Debenture Trustee of the same and the Issuer shall not be required to mandatorily prepay the same within the timelines stipulated in this section, unless the Debenture Trustee is of the opinion that the Event utilization of Default begansaid monies are not subject to stay / limitation under the aforesaid order by the competent Government Authority. Notwithstanding Further, upon any such aforesaid stay / limitation issued by Government Authority being lifted, the occurrence of an Event of DefaultIssuer shall utilize the monies towards prepayment in accordance with this sub-section, Failure Payments and any other Required Cash Payments promptly but no later than within 10 (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5ten) Business Days from the date of lifting of such stay/limitation; d) any proceeds arising in connection with a breach of warranty or guarantee under any Project Document after meeting the Company's receipt relevant replacement/repair expenses pertaining to the breach of warranty or invoking of guarantees, to the satisfaction of the Holder's Default NoticeDebenture Holders. Provided that in the event the Issuer is unable to utilize any Contractual Damages pursuant to a stay order by a competent Government Authority as the Project Participant has preferred an appeal against the payment of the said Contractual Damages, the Default Amount, together with all other amounts payable hereunder, Issuer shall immediately become due and payable, all without demand, presentment or notice, all promptly inform the Debenture Trustee of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, the same and the Holder Issuer shall not be entitled required to exercise all other rights and remedies available at law or mandatorily prepay the same within the timelines stipulated in equitythis section, and (B) unless the Holder shall have Debenture Trustee is of the right at any time, so long as opinion that the Company remains in default (and so long and utilization of said monies are not subject to stay / limitation under the extent that there are sufficient authorized shares), to require aforesaid order by the Companycompetent Government Authority. Further, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided such aforesaid stay / limitation issued by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THATGovernment Authority being lifted, the Holder may require that such payment of shares be made Issuer shall utilize the monies towards prepayment in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five accordance with this sub-section, promptly but no later than 10 (5ten) Business Days from the date of lifting of such stay/limitation; e) any proceeds resulting from an arbitral or judicial award received by the Issuer in connection with or pursuant to any Project Document (other than Contractual Damages as referred to in sub-section (d) and other than proceeds received/to be received pursuant to Legal proceedings as stated in Schedule VIII ); and f) any proceeds arising in relation to the compulsory expropriation, nationalisation, seizure or other similar event with respect to any part of the date Project. It is hereby clarified that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder Issuer shall not be entitled required to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance make payment of Default Shares with respect to a given Specified Portion would result any prepayment premium in the a violation event of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced mandatory redemption pursuant to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountthis sub-section.

Mandatory Redemption. If any Events of Default shall occur Except as set forth in this Section 6 and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred in Sections 3.07 and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount 3.08 of this Warrant shall be immediately redeemed by the Company and Indenture, the Company shall pay not be required to make mandatory redemption or sinking fund payments with respect to the Holder (a "Mandatory Redemption") an amount (Notes. In the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of event that (i) the Black-Scholes value Escrow Agent and the Trustee shall not have received the Officer’s Certificate described in Section 3(b)(i) of the remaining unexercised portion of this Warrant Escrow Agreement on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid or prior to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Outside Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since Company shall notify the date Escrow Agent in writing that the Company has determined that an Escrow Special Mandatory Redemption Event of Default beganhas occurred, the Company will make an Escrow Special Mandatory Redemption at the Escrow Special Mandatory Redemption Price. Notwithstanding A Special Redemption Notice will be given by the Company within three Business Days following the occurrence of an Event of DefaultEscrow Special Mandatory Redemption Event, Failure Payments to the Trustee, the Escrow Agent and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrueHolders through DTC. On the date that is Within five (5) Business Days after the Company's receipt Escrow Special Mandatory Redemption Event or as otherwise required by DTC’s procedures, the Company will redeem the Notes at the Escrow Special Mandatory Redemption Price pursuant to the procedures described in the following paragraph on the Escrow Special Mandatory Redemption Date. In no event shall the Escrow Special Mandatory Redemption Date fall less than two Business Days after the date of the Holder's Default Special Redemption Notice. If the Escrow Agent receives a Special Redemption Notice, the Default AmountEscrow Agent will liquidate all Escrowed Funds then held by it not later than the last Business Day prior to the Escrow Special Mandatory Redemption Date. On the Business Day prior to the Escrow Special Mandatory Redemption Date, together the Escrow Agent shall pay to the Trustee for payment to each Holder the Escrow Special Mandatory Redemption Price for such Holder’s Notes and, concurrently with all other amounts payable hereunderthe payment to such Holders, shall immediately become due deliver the excess Escrowed Funds (if any), after payment of any fees and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal expenses (including attorneys’ fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (Escrow Agent and Trustee, to the "Unpaid Portion") Company. No provisions of the Default Amount, a number Escrow Agreement (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject including those relating to the Beneficial Ownership Limitation, equal Escrow Release) may be waived or modified in any manner materially adverse to the Specified Portion Holders without the written consent of the Default Amount divided by the Exercise Price Holders of a majority in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days principal amount of the date Notes outstanding; provided that no such amendment, waiver or modification shall reduce the Holder delivers a Default Exercise Notice to Escrow Special Mandatory Redemption Price without the Company with the original Warrant (if delivery written consent of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountaffected Holder.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional No earlier than fifteen (15) days prior to nor later than ten (10) Business Days after calendar days following the Holder provides written notice to the Company that an Event consummation of Default has occurred and specifying the factual basis therefor then thereaftereach Qualified Subsequent Financing, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay deliver a written notice thereof by facsimile or electronic mail to the Holder (a "Mandatory Redemption"“Qualified Subsequent Financing Notice”), which shall state that the Company is conducting or has conducted (as the case may be) an amount a Qualified Subsequent Financing and the gross proceeds the Company has received or expects to receive (as the "Mandatory Redemption Amount" or case may be) in such Qualified Subsequent Financing. At any time prior to the "Default Amount") equal to 100% of the greater later of (i) ten (10) calendar days following the Black-Scholes value consummation of such Qualified Subsequent Financing, and (ii) ten (10) calendar days following receipt of the remaining unexercised portion Qualified Subsequent Financing Notice, the Company may, at the discretion of the Holder, subject to the provisions of this Warrant on the date of such Default Notice and (2Section 7(c) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that use the Mandatory Redemption Amount to redeem in cash from the Holder amounts under this Note (each a “Mandatory Redemption”) in accordance with the Mandatory Redemption Payment Amount and Order. The Company shall effectuate such Mandatory Redemption by delivering written notice thereof (the “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is paid deemed delivered hereunder, the “Mandatory Redemption Notice Date”) to the Holder. The Mandatory Redemption Amount Notice shall be payable, in cash or cash equivalent, within five state (5i) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If gross proceeds received by the Company fails to pay in the Qualified Subsequent Financing, (ii) the Mandatory Redemption Amount within thirty (30including the calculations used in determining the Mandatory Redemption Amount), (iii) days a detailed breakdown of the Default Mandatory Redemption Payment Amount Due Dateand Order, then and (Aiv) the Exercise Price date on which the Company is required to pay such Mandatory Redemption Amount to the Holder in cash (the “Mandatory Redemption Date”), which date shall be permanently decreased no earlier than fifteen (but not increased15) (each a "Default Adjustment") on Business Days following the first Trading Day of each calendar month thereafter (each a "Default Adjustment Mandatory Redemption Notice Date") until . Notwithstanding anything herein to the Default contrary, at any time prior to the date the Mandatory Redemption Amount is paid in full, but subject to Section 4(d) and Section 4(e), the Mandatory Redemption Amount may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with the conversion procedures set forth in Section 4 hereunder, mutatis mutandis. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the date of delivery of the Mandatory Redemption Exercise Notice through the date all amounts owing thereon are due and paid in full, provided that any such Notice of Conversion shall first apply to any portion of the Note that is not subject to the Mandatory Redemption unless the Notice of Conversion expressly states that it shall apply to a price equal portion of the Note that is subject to the lesser Mandatory Redemption. The portion of (i) the Exercise Price then in effect, or (ii) Mandatory Redemption Amount converted by the lowest Market Price Holder after the Mandatory Redemption Notice Date shall reduce the amount of this Note to be redeemed on the Mandatory Redemption Date. The Company covenants and agrees that has occurred on any Default Adjustment it will honor all Notices of Conversion tendered from the time of delivery of the Mandatory Redemption Notice Date since through the date that all amounts owing thereon are due and paid in full. The Company’s payment of the Event Mandatory Redemption Proceeds shall be applied ratably to all of Default began. Notwithstanding the occurrence Holders of an Event the then outstanding Notes which exercise the right to require a Mandatory Redemption on the basis of Default, Failure Payments and any other Required Cash Payments their (as defined in or their predecessor’s) initial purchases of Notes pursuant to the Securities Purchase Agreement. To the extent redemptions required by this Section 7(c) shall continue are deemed or determined by a court of competent jurisdiction to accrue. On the date that is five (5) Business Days after the Company's receipt be prepayments of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require Note by the Company, upon written notice ("Default Exercise Notice"such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything in this Section 7(c) (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitationcontrary, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder Mandatory Redemptions shall not be entitled apply to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountExempt Issuances.

Mandatory Redemption. If any Events of Default (a) The Senior Secured Notes shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice be subject to mandatory redemption, in whole or in part, at a redemption price equal to the Company that principal amount of the Senior Secured Notes being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date, if the Issuer or any Subsidiary receives more than $5.0 million of Loss Proceeds or Eminent Domain Proceeds because of an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option Loss or an Event of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of Eminent Domain and: (i) the Black-Scholes value of the remaining unexercised Issuer determines that all or such portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice Plant cannot be rebuilt, repaired or restored to permit operations on a commercially reasonable basis, or the Issuer determines not to rebuild, repair or restore the applicable Plant or such portion, in which case the Issuer shall have to use the Net Available Amount of such proceeds for such redemption; or (ii) only a portion of the "Default Amount Due Date")applicable Plant is capable of being rebuilt, repaired or restored on a commercially reasonable basis and the Issuer determines to so rebuild, repair or restore, in which case the Issuer will have to use only the amount of such Loss Proceeds or Eminent Domain Proceeds not used to rebuild, repair or restore such Plant for such redemption, except as set forth in the immediately following paragraph. If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days Issuer or any Subsidiary receives less than $5 million of Loss Proceeds or Eminent Domain Proceeds or has less than $5 million remaining after rebuilding, repairing or restoring a portion of the Default applicable Plant because of an Event of Loss or Event of Eminent Domain the Issuer will cause such amounts to be deposited into the Revenue Account. (b) If the Issuer or any Subsidiary (a) receives more than $5.0 million of Title Event Proceeds in connection with a Title Event and is unable to remedy the Title Event, or (b) has more than $5.0 million of Title Event Proceeds remaining after remedying the Title Event, the Issuer will have to use the Net Available Amount Due of such proceeds, to the extent not used to cure the Title Event, on a pro rata basis to redeem the Senior Secured Notes at a redemption price equal to the principal amount of the Senior Secured Notes being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date. If the Issuer or any Subsidiary receives less than $5 million of Title Event Proceeds in connection with a Title Event or has less than $5 million remaining after remedying a Title Event the Issuer will cause such amounts to be deposited into the Revenue Account. (c) If on or prior to September 30, 2005, the Issuer has not satisfied the Initial Galena Re-powering Account Withdrawal Conditions, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on Issuer will have to use the first Trading Day proceeds of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, Galena Re-powering Account to redeem Senior Secured Notes at a price equal to 101% of the lesser principal amount of Senior Secured Notes being redeemed plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date. (d) If Final Completion is not achieved by March 31, 2006 or the Galena Re-powering does not result in a minimum net electrical output of 18 MW as determined in accordance with performance tests conducted pursuant to the Galena Re-powering Contract (as certified by the Independent Engineer), then from and after March 31, 2006, the Issuer will not be able to make any Restricted Payments until the Issuer has used any amounts the Issuer receives as Performance Liquidated Damages and amounts in the Distribution Suspense Account to redeem or has otherwise redeemed (a "Galena Re-powering Performance Redemption") Senior Secured Notes in an amount equal to the product of (x) $1,100,000 times (y) the difference between (i) 18 MW minus (i) the Exercise Price actual number of Megawatts of the Galena Re-powering as demonstrated by the Performance Guarantee Tests and certified by the Independent Engineer. The Issuer will redeem the Senior Secured Notes in connection with a Galena Re-powering Performance Redemption at a price equal to 101% of the principal amount of the Senior Secured Notes required to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date. (e) If, as of January 1, 2006, the Mammoth Enhancement has not improved the net electrical output of the Mammoth Plant by at least 3.6 MW (as certified by the Independent Engineer), then from and after January 1, 2006, the Issuer will not be able to make any Restricted Payments until the Issuer has used amounts in effect, the Distribution Suspense Account to redeem or has otherwise redeemed (a "Mammoth Enhancement Redemption") Senior Secured Notes in an amount equal to the product of (x) $1,100,000 times (y) the difference between (i) 3.6 MW minus (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date actual number of Megawatts that the Event of Default began. Notwithstanding Mammoth Enhancement increases the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt net electrical output of the Holder's Default NoticeMammoth Plant. The Issuer shall redeem the Senior Secured Notes in connection with a Mammoth Enhancement Redemption at a price equal to 101% of the principal amount of the Senior Secured Notes required to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date. In the event that any Senior Secured Obligations (other than the Senior Secured Notes) are required to be redeemed before their scheduled maturity pursuant to documents governing such Senior Secured Obligations for any reason not otherwise giving rise to a redemption of the Senior Secured Notes, the Default Amount, together Issuer shall offer to repurchase the Senior Secured Notes on a pro rata basis with all the other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby Senior Secured Obligations as are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall required to be entitled to exercise all other rights and remedies available redeemed at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, redemption price equal to the Specified Portion principal amount of the Default Amount divided by Senior Secured Notes the Exercise Price in effect on the date such shares are issued Issuer offers to repurchase plus accrued and unpaid interest and Liquidated Damages, if any, to the HolderRedemption Date, PROVIDED THATbut without any premium. Other than as specifically provided in this Section 3.08, the Holder may require that such payment of shares any purchase or redemption pursuant to this Section 3.08 shall be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice pursuant to the Company with the original Warrant (if delivery provisions of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSections 3.01 through 3.06 hereof.

Mandatory Redemption. If Notwithstanding any Events other provision of Default the -------------------- Securities or the Guarantor Agreements, the Capital Securities and the Preferred Securities shall occur be subject to mandatory redemption, at a redemption price equal to the liquidation amount of the Securities redeemed plus all unpaid and accumulated amounts distributable with respect to such Securities, during the period and to the extent any such Event Securities are held by Gold ▇▇▇▇, from the net proceeds of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed any placement by the Company and of any shares of preferred stock or any subordinated debt (any such placement of securities being referred to herein as a "Mandatory Redemption Event"). -------------------------- In the event a Mandatory Redemption Event shall occur, the Company shall pay have the obligation to redeem, to the Holder (full extent of any net proceeds realized from such a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" placement or the "Default Amount") equal to 100% placements, all or any applicable portion of any Capital Securities or Preferred Securities of the greater Company held by Gold ▇▇▇▇, but the Company shall have the right to select for mandatory redemption whichever type of Securities may be held by Gold ▇▇▇▇. In the event the Company shall sell or otherwise place shares of its preferred stock or its subordinated debt to any third-party or parties, it shall give prompt written notification thereof to Gold ▇▇▇▇, which notice shall specify a redemption date not more than [three (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on 3)] business days after the date of such Default Notice and (2) notice at which time the Black-Scholes value mandatory redemption of all or a specified portion of the remaining unexercised portion Capital Securities and/or Preferred Securities held by the Purchaser shall occur. For the avoidance of this Warrant on doubt, the Trading Day immediately preceding the date Company acknowledges that the a Mandatory Redemption Amount is paid Event will not necessarily involve securities having terms similar to the Holder. The Mandatory Redemption Amount terms of Securities, but includes all preferred stock and subordinated debt, whether such debt or stock ranks prior to Securities or not, that any debt that is subordinated in the payment of principal or interest to any other obligations of Company shall be payable, in cash or cash equivalent, within five (5) business days subordinated debt and that a sale of part of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") Securities by Gold ▇▇▇▇ will have no effect on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, obligations upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares Mandatory Redemption Event with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSecurities still held by Gold ▇▇▇▇.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay maintain Eligible Assets with an aggregate Discounted Value at least equal to the Mandatory Redemption Tortoise Notes Basic Maintenance Amount within thirty (30) days as of any Valuation Date or, fails to satisfy the 1940 Act Tortoise Notes Asset Coverage as of the Default last Business Day of any month, and such failure is not cured within ten Business Days following such Valuation Date in the case of a failure to maintain the Tortoise Notes Basic Maintenance Amount Due Date, then (A) or on the Exercise Price shall be permanently decreased (but not increased) last Business Day of the following month in the case of a failure to maintain the 1940 Act Tortoise Notes Asset Coverage as of such last Business Day (each a an "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Asset Coverage Cure Date") until ), the Default Amount is paid Tortoise Notes will be subject to mandatory redemption out of funds legally available therefor. The aggregate principal amount of Tortoise Notes to be redeemed in full, to a price such circumstances will be equal to the lesser of (i1) the Exercise Price then in effectminimum principal amount of Tortoise Notes the redemption of which, or (ii) the lowest Market Price that has if deemed to have occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and prior to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu opening of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect business on the date such shares are issued to the Holderrelevant Asset Coverage Cure Date, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation Company having Eligible Assets with an aggregated Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount or sufficient to satisfy the 1940 Act Tortoise Notes Asset Coverage, as the case may be, in either case as of the Beneficial Ownership Limitationrelevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Tortoise Notes the redemption of which would have such result, all Tortoise Notes then outstanding will be redeemed), and (2) the maximum principal amount of Tortoise Notes that particular Specified Portion shall can be automatically reduced to a value that would cause the number redeemed out of Default Shares funds expected to be issued available therefor on the Mandatory Redemption Date (as defined below) at the Mandatory Redemption Price (as defined below). Any redemption of less than all of the outstanding Tortoise Notes of a series will be made from Tortoise Notes designated by the Company. The Company shall designate Tortoise Notes to be redeemed on a pro rata basis among the Holders in proportion to the principal amount of Tortoise Notes they hold, by lot or such other method as the Company shall deem equitable. No optional or mandatory redemption of less than all outstanding Tortoise Notes of a series will be made unless the aggregate principal amount of Tortoise Notes to be redeemed is equal to $25,000 or integral multiples thereof. Any redemption of less than all Tortoise Notes outstanding will be made in such a manner that all Tortoise Notes outstanding after such redemption are in authorized denominations. The Company is required to effect such a mandatory redemption not later than 40 days after the Maximum PercentageAsset Coverage Cure Date, as the case may be (the "Mandatory Redemption Date"), except that if the Company does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, all of the outstanding Tortoise Notes of a series, which are subject to mandatory redemption, or the Company otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, the Company will redeem those Tortoise Notes on the earliest practicable date on which the Company will have such funds available, upon notice to record owners of Tortoise Notes and the Paying Agent. The Company's ability to make a mandatory redemption may be limited by the provisions of the 1940 Act or Maryland law. The redemption price per Tortoise Note in the event of any mandatory redemption will be the principal amount, plus an amount of such reduction shall be added back equal to accrued but unpaid interest to the Unpaid Portion date fixed for redemption, plus (in the case of a Rate Period of more than one year) a redemption premium, if any, determined by the Default AmountBoard of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions (the "Mandatory Redemption Price").

Mandatory Redemption. If (a) The Corporation shall redeem, from any Events source of Default funds legally available therefor, all remaining outstanding shares of the Series E Preferred Stock on the fifth anniversary of the Original Issue Date (the “Redemption Date”). The Corporation shall occur effect such redemption by paying in cash in exchange for the shares of Series E Preferred Stock to be redeemed a sum equal to the Stated Value of each share of Series E Preferred Stock plus all declared or accumulated but unpaid dividends on such shares (the “Redemption Price”). In the event the Corporation is lawfully able to redeem only part of the Series E Preferred Stock outstanding, then the holders of shares of Series E Preferred Stock shall be entitled to have their shares redeemed ratably, in proportion to the number of such shares owned by each such holder (rounded to the nearest share), and any such Event the Corporation shall redeem the remaining shares of Default continues for an additional ten Series E Preferred Stock on the first day it may lawfully do so. (b) Ten (10) Business Days days prior to the Redemption Date, the Corporation shall deposit the aggregate Redemption Price for all outstanding shares of Series E Preferred Stock designated for redemption on such Redemption Date and not yet redeemed or converted, with a bank or trust company having aggregate capital and surplus in excess of $1,000,000,000 as a trust fund for the benefit of the respective holders of the shares designated for redemption and not yet redeemed. Simultaneously, the Corporation shall deposit irrevocable instructions and authority with such bank or trust company to pay, on and after the Holder provides written notice Redemption Date, the Redemption Price of the shares of Series E Preferred Stock so designated for redemption to the Company that an Event holders thereof upon surrender of Default has occurred and specifying the factual basis therefor then thereafter, unless waived their certificates or a reasonably acceptable affidavit of loss. The balance of any monies deposited by the Holder, , Corporation pursuant to this paragraph remaining unclaimed at the option expiration of six (6) months following the Redemption Date shall thereafter be returned to the Corporation, provided that the stockholder to whom such monies would be payable hereunder shall be entitled to receive such monies upon proof of ownership of the HolderSeries E Preferred Stock, which payment shall be made without interest. Dividends with respect to shares of Series E Preferred Stock shall cease to accrue after the Redemption Date and all rights with respect to such option exercisable through shares shall forthwith after the delivery of written notice Redemption Date terminate, except the right to receive the Redemption Price pursuant to the Company by such Holder terms of this Section 16; provided, that in the event of a Default (the "Default Notice"as defined below), the outstanding amount holders of this Warrant shares of Series E Preferred Stock shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% have all of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice rights, preferences and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costsprivileges provided for herein, including, without limitation, legal fees and expensespursuant to Section 16(c) below. (c) If the Corporation fails to pay the full Redemption Price for all shares of Series E Preferred Stock payable as of such Redemption Date (a “Default”) then, notwithstanding anything else to the contrary contained herein or in the Articles of collectionIncorporation of the Corporation, and as amended, the Holder holders of the outstanding shares of Series E Preferred Stock, voting as a separate class, shall be entitled to exercise all other rights elect a majority of the directors of the Corporation, each to serve until such time as such Redemption Price has been paid in full. At the request of the holders of a majority of the shares of Series E Preferred Stock, the Corporation shall use its best efforts to secure the necessary corporate approvals and remedies available at law effect (i) a sale of the debt or in equityequity securities of the Corporation and/or any of its subsidiaries, and (Bii) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one a sale or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu transfer of all or any specified a portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") assets of the Default AmountCorporation and/or any of its subsidiaries, (iii) a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stockmerger, subject to the Beneficial Ownership Limitation, equal to the Specified Portion consolidation or other business combination of the Default Amount divided by Corporation and/or any of its subsidiaries or (iv) any other transaction (including the Exercise Price in effect on the date such shares are issued to the Holderliquidation, PROVIDED THAT, the Holder may require that such payment of shares be made in one dissolution or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days winding up of the date that Corporation and/or any of its subsidiaries) which could reasonably be expected to enable the Holder delivers a Default Exercise Notice Corporation to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if pay and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount discharge any outstanding portion of such reduction shall be added back to the Unpaid Portion of the Default AmountRedemption Price.

Mandatory Redemption. If any Events of Default (a) The Series B Notes shall occur and any such Event of Default continues for an additional ten be redeemed in the event (10i) (A) Business Days after the Holder provides written notice to the Company reorganizes, or otherwise transfers a substantial portion of its assets, and (B) that an Event of Default has occurred reorganization or transfer results in the Company no longer being a regulated utility company, and specifying (C) the factual basis therefor then thereafterSeries B Notes and the Company's obligations under the Indenture are not assumed by, and do not become the direct and primary obligations of, a regulated utility company, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Ambac Assurance Corporation (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory RedemptionAmbac") an amount consents to such reorganization or transfer, (the "Mandatory Redemption Amount" or the "Default Amount"ii) equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay to Ambac an insurance premium pursuant to the Mandatory Redemption Amount within thirty Insurance Agreement, dated as of November 26, 2002 (30the "Insurance Agreement"), between the Company and Ambac unless Ambac waives such failure or (iii) days the Company incurs or issues additional indebtedness for borrowed money secured by its assets and fails to secure its repayment obligations to Ambac under the Insurance Agreement unless Ambac waives such failure. (b) If the Series B Notes are redeemed pursuant to this Section 205 on or after November 26, 2007, the redemption price will be 100% of the Default Amount Due Dateprincipal amount of the Series B Notes plus accrued and unpaid interest thereon to the date of redemption. (c) If the Series B Notes are redeemed pursuant to this Section 205 before November 26, then (A) 2007, the Exercise Price shall redemption price will be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser accrued interest on the Series B Notes to the date of redemption plus the greater of: (i) 100% of the Exercise Price then in effect, or principal amount of the Series B Notes; and (ii) the lowest Market Price that has occurred sum of the present value of the principal amount of the Series B Notes together with the present values of the scheduled payments of interest on the Series B Notes (not including any Default Adjustment Date since portion of such payments of interest accrued as of the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreementredemption) shall continue to accrue. On from the date that is five of redemption to the interest payment date on December 31, 2007 (5) Business Days after such time period between the Company's receipt date of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, redemption and the Holder shall be entitled interest payment date on December 31, 2007 being referred to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default ExerciseRemaining Term"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject each case discounted to the Beneficial Ownership Limitation, equal to date of redemption on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within Adjusted Treasury Rate plus twenty-five (525) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionbasis points, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption as calculated by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountan Independent Investment Banker.

Mandatory Redemption. If During the Non-Cash Pay Period, if the Discharge of the Term Loan Obligations and the Discharge of Revolving Credit Agreement Obligations have each occurred, as of the last Business Day of any Events fiscal year of Default shall occur and any such Event of Default continues for an additional ten (10) the Company ending on or after December 31, 2016, the Company shall, within 10 Business Days after the Holder provides written notice financial statements have been (or, if earlier, were required to be delivered) for such fiscal year of the Company that an Event of Default has occurred as described under Section 4.03 hereof, redeem outstanding Notes in a principal amount, together with accrued and specifying the factual basis therefor then thereafterunpaid interest and Prepayment Premium (if any) thereon, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) Excess Cash Flow, if any, for the Black-Scholes value fiscal year covered by such financial statements; or such lesser amount as agreed to by a majority in aggregate principal amount of the remaining unexercised outstanding Notes beneficially owned by all of the Designated Noteholders. If less than all of the Notes are to be redeemed, the Notes or portions thereof to be redeemed will be selected in accordance with DTC procedures. No Notes of $2,000 or less (or, in case of PIK Notes, $1.00 or less) shall be redeemed in part. Notices of redemption shall be given at least 30 days before the redemption date to each holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of this Warrant the principal amount thereof to be redeemed. Notes called for redemption become due on the date of such Default Notice fixed for redemption. On and (2) after the Black-Scholes value of the remaining unexercised portion of this Warrant redemption date, interest ceases to accrue on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash Notes or cash equivalent, within five (5) business days portions of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted them called for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If (i) So long as any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to Series B Preferred Stock is outstanding, the Company that an Event will, on the first business day of Default has occurred [AUGUST (ASSUMING CLOSING OCCURS ON OR NEAR FEBRUARY 1)] in each of 2008, 2009, 2010, 2011 and specifying the factual basis therefor then thereafter2012 (each, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the a "Default NoticeMandatory Redemption Date"), redeem 3,825 shares of Series B Preferred Stock (or, if the number of outstanding shares of Series B Preferred Stock as of any Mandatory Redemption Date is less than 3,825, such lower number of shares) at a redemption price per share equal to the Issue Price Per Share; provided, however, that if any provision of the NGCL or any other applicable law prohibits such redemption or otherwise would cause such redemption to be illegal on the scheduled Mandatory Redemption Date with respect to any Holder, then such Holder's shares will not be redeemed until the first date on which such shares may be redeemed in compliance with the NGCL and all other applicable laws; further provided, that the Company will not be liable to any Holder in any respect whatsoever if the Company redeems such Holder's shares and such Holder was aware of a legal prohibition against such redemption and did not advise the Company of such prohibition prior to such redemption. (ii) At least 10 days prior to each Mandatory Redemption Date, the Company will set aside for the applicable redemption, out of any funds legally available therefor, cash in the amount of this Warrant shall be immediately redeemed $191,250 (which amount represents the product of the Issue Price Per Share multiplied by 3,825 shares of Series B Preferred Stock) (or, if the Company and number of outstanding shares of Series B Preferred Stock as of the Company shall pay applicable Mandatory Redemption Date is less than 3,825, the amount equal to the Holder product of the Issue Price Per Share multiplied by such lower number of shares) (each, a "Mandatory RedemptionRedemption Payment") an amount (the "); provided, however, that each Mandatory Redemption Amount" Payment (or the "Default Amount"partial portion thereof) equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant will be payable on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the applicable Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and only to the extent that the issuance of Default Shares with respect Company has received Partnership Distributable Cash Flow for the 12 months immediately preceding such Mandatory Redemption Date in an amount sufficient, after taking into consideration any taxes due and payable on such Partnership Distributable Cash Flow and any dividends payable pursuant to a given Specified Portion would result Section 3, to fund such Mandatory Redemption Payment (or partial portion thereof); further provided, that to the extent any Mandatory Redemption Payment (or partial portion thereof) is not funded on the applicable Mandatory Redemption Date pursuant to the preceding clause, the unpaid portion will be payable in full on the a violation first business day of the Beneficial Ownership Limitationfirst month in which the Company has received Partnership Distributable Cash Flow in an amount sufficient, then after taking into consideration any taxes due and payable on such Partnership Distributable Cash Flow and any dividends payable pursuant to Section 3, to fund such unpaid portion. (iii) Notwithstanding the provisions of Sections 4(b)(i) and (ii), the Company may, at its sole option and in its sole and absolute discretion, elect to make any Mandatory Redemption Payment in monthly or quarterly installments during the 12-month period immediately preceding the applicable Mandatory Redemption Date, by giving the Notice of Redemption for such Mandatory Redemption Date not less than 30 nor more than 60 days prior to the date of the first such monthly or quarterly installment; provided, that particular Specified Portion shall be automatically reduced to a value if the Company so elects, such Notice of Redemption will provide that would cause the number shares of Default Shares Series B Preferred Stock otherwise to be issued to equal redeemed on the Maximum Percentageapplicable Mandatory Redemption Date will instead be redeemed in one-twelfth or one-fourth increments, as applicable, on the dates of such monthly or quarterly installments, and will provide the amount complete schedule for such monthly or quarterly installments and the associated redemptions of such reduction shall be added back to the Unpaid Portion of the Default AmountSeries B Preferred Stock.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10A) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, The Corporation will, at the option of the Holderholders of the Series A Preferred Stock, such option exercisable through redeem for cash any or all of the delivery of written notice to the Company Series A Preferred Stock held by such Holder (holder at the "Default Notice")Redemption Price upon termination of the Purchase Agreement in accordance with the terms thereof, other than as a result of the outstanding amount of this Warrant shall be immediately redeemed termination thereof by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments Corporation resulting from Purchasers’ (as defined in the Securities Purchase Agreement) material breach of its obligations thereunder or under the other Transaction Documents. Notice of mandatory redemption (the “Mandatory Redemption Notice”) under this Section 8 shall continue be given to accrue. On the Corporation not less than ten (10) days prior to the date that is five designated by a holder of Series A Preferred Stock for redemption (5) Business Days after the Company's receipt “Mandatory Redemption Date”). Any such notice of redemption shall specify the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all number of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, shares of collection, and the Holder shall Series A Preferred Stock to be entitled to exercise all other rights and remedies available at law or in equity, and redeemed. (B) On or before the Holder Mandatory Redemption Date, each holder of Series A Preferred Stock who has elected to have shares redeemed under this Section 8 shall have surrender to the right at any timeCorporation the certificate or certificates representing the shares to be redeemed on the Mandatory Redemption Date in the manner and place designated in the Mandatory Redemption Notice, so long and upon such Mandatory Redemption Date the Redemption Price for such shares shall be payable to the order of the person whose name appears on the certificate as the Company remains owner thereof, or to such payee as such owner may designate in default (and so long and writing to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject Corporation prior to the Beneficial Ownership LimitationMandatory Redemption Date, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares and each surrendered certificate shall be made in one or more installments at such time canceled and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline")retired. If the Company applicable redemption is unable to redeem for less than all of the Warrants submitted for redemptionshares of Series A Preferred Stock represented by the certificate or certificates, the Company Corporation shall redeem issue and deliver a pro rata amount from each Holder based on new certificate representing the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation balance of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced shares of Series A Preferred Stock not subject to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountredemption.

Mandatory Redemption. If The Series A Preferred Stock has no stated maturity date; provided, however, that, subject to Section 5(b), the holders of at least two-thirds (2/3) of each Series A-1 Cumulative Redeemable Preferred Stock or Series A-2 Cumulative Redeemable Preferred Stock (a “Required Majority”) shall have the option to require the Company to redeem all or any Events portion of Default shall occur and any such Event of Default continues stock (a “Mandatory Redemption”) for an additional ten cash at the Liquidation Value (10the “Redemption Price”) Business Days after the Holder provides on ninety (90) days’ advance written notice delivered to the Company that an Event in accordance with Section 5(f)(i) upon the occurrence of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option any of the Holderfollowing events (each such event, such option exercisable through the delivery of written notice a “Mandatory Redemption Event”): (i) With respect to the Company by such Holder Series A-1 Cumulative Redeemable Preferred Stock, on October 17, 2023 (the "Default Notice")i.e., the outstanding amount seventh anniversary of this Warrant shall be immediately redeemed the Original Issue Date thereof); (ii) With respect to the Series A-2 Cumulative Redeemable Preferred Stock, on September 27, 2024 (i.e., the seventh anniversary of the Original Issue Date thereof); (iii) With respect to the Series A-1 Cumulative Redeemable Preferred Stock, a material breach by the Company and of the Company shall pay to the Holder (a "Mandatory Redemption") an amount Series A Preferred Stock Purchase Agreement dated as of October 11, 2016 (the "Mandatory Redemption Amount" or the "Default Amount"“Series A-1 Stock Purchase Agreement”) equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant that is uncured on the date a Required Majority votes in favor of such Default Notice Mandatory Redemption, including breaches of representations and warranties contained in the Stock Purchase Agreement made on the Original Issue Date; (iv) With respect to the Series A-2 Cumulative Redeemable Preferred Stock, a material breach by the Company of the Series A-2 Preferred Stock Purchase Agreement dated as of September 22, 2017 (the “Series A-2 Stock Purchase Agreement”) that is uncured on the date a Required Majority votes in favor of Mandatory Redemption, including breaches of representations and warranties contained in the Stock Purchase Agreement made on the Original Issue Date; (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ and CFW Partners, L.P. (viewed collectively, as a single stockholder) cease to be the largest single stockholder (except as a result of a share transfer conducted between the Company’s board members or executive management team); (vi) if the Company’s “surplus”, as defined by Section 154 of the Act and determined in accordance with United States Generally Accepted Accounting Principles then in effect (“Surplus”), measured as of (w) the end of each of the Company’s fiscal years, (x) the end of each six(6)-month period following the end of any fiscal year, (y) after payment of any dividend, or (z) the end of each calendar quarter after any repurchase or redemption by the Company of any capital stock, is less than the Liquidation Value; (vii) the Company (either individually or on a consolidated basis with its subsidiaries) incurs an operating loss or ordinary loss for two (2) consecutive fiscal years; (viii) the Black-Scholes value Company undergoes a consolidation, merger, or sale of stock (other than between the Company’s board members or management team) and the stockholders of the remaining unexercised portion of this Warrant on the Trading Day Company immediately preceding the date that the Mandatory Redemption Amount is paid prior to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five such transaction hold (5beneficially) business days less than fifty percent (50%) of the Date issued and outstanding stock of the applicable Default Notice Company after giving effect to such transaction; and (the "Default Amount Due Date"). If ix) the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Dateassigns, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, sells or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu otherwise disposes of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem substantially all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountits assets.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, If, at any time the option of Escrow Agent receives a certificate, substantially in the Holder, such option exercisable through the delivery of written notice to the Company by such Holder form attached hereto as Annex D (the "Default Notice"“Mandatory Redemption Certificate”) or Exhibit B (the “Fee Certificate”), the outstanding amount of this Warrant shall be immediately redeemed by Escrow Agent shall, on the Company and Escrow Release Date specified therein, disburse from the Company shall pay Escrow Account pursuant to the Holder (a "Mandatory Redemption") an amount (instructions set forth therein. Notwithstanding the "Mandatory Redemption Amount" or foregoing, in the "Default Amount") equal to 100% of event that the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that Escrow Agent receives the Mandatory Redemption Amount Certificate at or after 11:00 a.m. (New York City time) and the Escrow Release Date specified therein is paid the date the Escrow Agent receives such Mandatory Redemption Certificate, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the Holder. The Mandatory Redemption Amount instructions set forth therein on the same Business Day, but shall not be payablerequired to disburse from the Escrow Account until the next succeeding Business Day (which shall then become the Escrow Release Date); provided, in cash or cash equivalentthat, within five (5) business days of if on the Date of day the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay Escrow Agent receives the Mandatory Redemption Amount within thirty (30) days of Certificate the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount Escrow Property is paid invested in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectionU.S. Government Securities, and the Holder Escrow Release Date specified therein is the date the Escrow Agent receives such Mandatory Redemption Certificate, the Escrow Agent shall be entitled use commercially reasonable efforts to exercise all other rights and remedies available at law or in equity, and (B) disburse from the Holder shall have the right at any time, so long as the Company remains in default (and so long and Escrow Account pursuant to the extent that there are sufficient authorized shares)instructions set forth therein, to require but if the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company Escrow Agent is unable to redeem all so disburse, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the instructions set forth therein on the next succeeding Business Day (which shall then become the Escrow Release Date). The Escrow Agent shall be fully protected acting in reliance upon such Mandatory Redemption Certificate, and shall have no duty or obligation to determine whether such Mandatory Redemption Certificate complies with the terms of the Warrants submitted for redemptionPurchase Agreement, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountany amendments thereto or otherwise.”

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten a. No earlier than fifteen (1015) Business Days after nor later than five (5) Business Days prior to the consummation of each Qualified Subsequent Financing, the Company shall deliver a written notice thereof to the Holder provides written notice to in accordance with Section 5.4 (Notices) of the Purchase Agreement (a “Qualified Subsequent Financing Notice”), which shall state (i) that the Company that an Event is conducting a Qualified Subsequent Financing, (ii) the gross proceeds the Company will receive in such Qualified Subsequent Financing, (iii) the Mandatory Redemption Amount (including the calculations used in determining the Mandatory Redemption Amount), and (iv) the anticipated date of Default has occurred and specifying closing for such Qualified Subsequent Financing. Simultaneously with the factual basis therefor then thereafterconsummation of such Qualified Subsequent Financing (such time, unless waived by the Holder“Mandatory Redemption Time”), the Company shall, at the option sole discretion of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (as set forth in Paragraph 2(b) below) and subject to the provisions of this Paragraph 2, use the Mandatory Redemption Amount to redeem, for cash payment, Shares from the Holder (each a "“Mandatory Redemption"”) an amount (at the "Mandatory Redemption Amount" or Value. Notwithstanding anything herein to the "Default Amount") equal contrary, at any time prior to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, the Shares may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to a price equal to and in accordance with the lesser of (i) conversion procedures set forth in the Exercise Price then in effectPurchase Agreement, or (ii) the lowest Market Price mutatis mutandis. The Company covenants and agrees that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments it will honor all Conversion Notices (as defined in the Securities Purchase AgreementCertificate of Designation) shall continue to accrue. On tendered from the date of delivery of the Qualified Subsequent Financing Notice through the date all amounts owing thereon are due and paid in full, provided that any such Notice of Conversion shall first apply to any portion of the Shares that is five (5) Business Days not subject to the Mandatory Redemption unless the Notice of Conversion expressly states that it shall apply to a portion of the Shares that is subject to the Mandatory Redemption. The portion of the Mandatory Redemption Amount converted by the Holder after the Company's receipt date of delivery of the Holder's Default Notice, Qualified Subsequent Financing Notice shall reduce the Default Amount, together with amount of Shares to be redeemed on the Mandatory Redemption Time and relieve the Company of its obligation to redeem such converted Shares for cash. The Company covenants and agrees that it will honor all other Notices of Conversion tendered from the time of delivery of the Qualified Subsequent Financing Notice through the date all amounts payable hereunder, shall immediately become owing thereon are due and payable, all without demand, presentment or notice, all paid in full. b. The payment of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectioncash pursuant to a Mandatory Redemption shall be payable in full at the Mandatory Redemption Time. In addition to, and the Holder shall be entitled to exercise all without limiting, any other rights and or remedies available existing at law or in equityequity or under the Transaction Documents, if any portion of the payment pursuant to a Mandatory Redemption shall not be paid by the Company by the applicable Mandatory Redemption Time, interest shall accrue thereon at rate of fifteen percent (15%) per annum until such amount is paid in full; provided, that such interest shall increase by one percent (1%) as of the end of each ninety (90) day period following the end of the applicable Mandatory Redemption Time until such amount is paid in full or until such interest rate reaches the maximum rate permitted by applicable law. Notwithstanding anything to the contrary in this Paragraph 2, in addition to, and (B) without limiting any other rights hereunder and under the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THATother Transaction Documents, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice elect, by written notice to the Company with at any time following the original Warrant (if date of delivery of the original is required hereunder) (Qualified Subsequent Financing Notice through the "Default Share Delivery Deadline"). If the Company is unable to redeem all date of actual payment in full in cash of the Warrants submitted for redemptionMandatory Redemption Amount, to rescind such Mandatory Redemption. c. The following capitalized terms used in this Paragraph 2, shall have the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.meaning ascribed below:

Mandatory Redemption. If any Events of Default (a) To the extent that funds are legally available, the Corporation shall occur and any such Event of Default continues for an additional ten redeem on each date set forth below (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the a "Default NoticeMandatory Redemption Date"), the outstanding amount applicable specified number of this Warrant shall be immediately redeemed by shares of Series A Preferred Stock set forth opposite the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "respective Mandatory Redemption Amount" or Dates at the "Default Amount"redemption price of Ten Dollars ($10) equal per share, payable in cash, plus all dividends accrued and unpaid on such Series A Preferred Stock up to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Date: 70 Mandatory Redemption Amount shall Date Number of Shares to be payableRedeemed March 15, in cash or cash equivalent2004 83,333 March 15, within five 2005 83,333 March 15, 2006 83,334 (5b) business days In determining the ability of the Date Corporation to redeem the Series A Preferred Stock under Section 500 of the General Corporation Law of the State of California, the Corporation shall value its assets at the highest amount permissible under applicable Default Notice (the "Default Amount Due Date")law. If the Company fails Corporation has insufficient funds to pay discharge its mandatory redemption obligation pursuant to Section 6(a) above, the shares to be redeemed shall be selected pro rata based on the holdings as of such record date for the redemption, not more than 60 days nor less than 10 days preceding the Mandatory Redemption Amount within thirty (30) days Date, as the Board of Directors shall determine. The Corporation shall give at least 30 days' but not more than 60 days' prior written notice to each holder whose shares are to be redeemed pursuant to this Section 6 of the Default Amount Due record date of redemption and the shares to be redeemed. (c) If, for any reason, the Corporation fails to discharge its mandatory redemption obligation pursuant to Section 6(a) above, such mandatory redemption obligation shall be discharged as soon as the Corporation is able to discharge such obligation. (d) On each Mandatory Redemption Date, then (A) the Exercise Price shares to be redeemed shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a selected pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation holdings as of the Beneficial Ownership Limitationrecord date for the redemption, then that particular Specified Portion which shall be automatically reduced to a value that would cause not more than 60 days nor less than 10 days preceding the number Mandatory Redemption Date, as the Board of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction Directors shall be added back to the Unpaid Portion of the Default Amountdetermine.

Mandatory Redemption. If (a) In accordance with Article V of the Indenture, upon the occurrence of any Events Default, the Indenture Trustee (if so instructed by the Controlling Party of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written Series), by notice then given in writing to the Company that an Event of Default has occurred SPC, each Enhancer (if any), each Rating Agency and specifying the factual basis therefor then thereafterBank, unless waived by will declare such Series immediately due and payable and require the Holder, , at SPC immediately to request the option payment of the Holder, Repurchase Price corresponding to such option exercisable through Series from the delivery Bank (on behalf of written notice the SPC); provided that any Default under Section 6.2(a) shall automatically result in each Series becoming immediately due and payable and shall be deemed to have resulted in a request from the SPC to the Company by Bank for the payment of the Repurchase Price on behalf of the SPC corresponding to all outstanding Series. Upon a request (or deemed request) to the Bank for such Holder (the "Default Notice")payment, the outstanding amount of this Warrant Bank shall be immediately redeemed by the Company and the Company shall pay promptly (but in any event no more than one New York Business Day thereafter) transfer to the Holder SPC in immediately available funds (a "Mandatory Redemption"by delivering such amount to the Indenture Trustee (on behalf of the SPC) for deposit into the applicable Series Account(s) for further allocation in accordance with the applicable Indenture Supplement) an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% such Repurchase Price. If such amount is not transferred in full in accordance herewith, then the SPC and the Indenture Trustee shall have a direct cause of action against the Bank to collect such unpaid amount for the benefit of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of Persons entitled to such Default Notice payments and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and use any legally available remedies available at law or in equityconnection therewith. (b) In accordance with Article V of the Indenture, and upon receipt by the Indenture Trustee (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and pursuant to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion"preceding paragraph) of the unpaid portion Repurchase Price sufficient for a full redemption of a Series, the Indenture Trustee will remove any other amounts then on deposit in the Series Account for such Series and will allocate such amounts (as if they were new Collections deposited into the "Unpaid Portion"Collateral Account) according to Section 4.2 of the Default Amount, a number Indenture (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject including to deliver any excess amounts to the Beneficial Ownership Limitation, equal to Bank as a payment under the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"Originator Note). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If (a) Except as described in Section 3.08(b) below, the Company is not required to make any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice mandatory redemption or sinking fund payments with respect to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Notes. (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption"b) an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of If (i) the Black-Scholes value of the remaining unexercised portion of this Warrant ▇▇▇▇▇▇▇▇ Acquisition has not been consummated on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid or prior to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, ▇▇▇▇▇▇▇▇ Acquisition Deadline or (ii) prior to the lowest Market Price that ▇▇▇▇▇▇▇▇ Acquisition Deadline, either (x) the ▇▇▇▇▇▇▇▇ Acquisition Agreement has occurred on any Default Adjustment Date since been terminated or (y) the date Company determines in its sole discretion that the Event of Default began. Notwithstanding conditions to the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined ▇▇▇▇▇▇▇▇ Acquisition set forth in the Securities Purchase Agreement) shall continue ▇▇▇▇▇▇▇▇ Acquisition Agreement cannot be satisfied (the earliest to accrue. On the date that is five (5) Business Days after the Company's receipt occur of the Holder's Default Noticeevents described in clauses (i) and (ii), the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares“▇▇▇▇▇▇▇▇ Acquisition Termination Date”), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem (the “Special Mandatory Redemption”) all of the Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. (c) If the Company is required to redeem Notes pursuant to the Special Mandatory Redemption provisions of Section 3.08(b) hereof, it must furnish to the Trustee, at least three Business Days (unless a pro rata shorter period is acceptable to the Trustee) prior to the date notice of Special Mandatory Redemption is to be delivered to Holders of the Notes in accordance with Section 3.08(d), an Officers' Certificate setting forth: (i) the clause of this Indenture pursuant to which the Special Mandatory Redemption shall occur; (ii) the Special Mandatory Redemption Date; (iii) the principal amount from of Notes to be redeemed; (iv) the Special Mandatory Redemption Price; (v) the applicable CUSIP numbers; and (vi) a statement that the conditions precedent set forth in this Indenture to the Special Mandatory Redemption have been satisfied. (d) The notice of Special Mandatory Redemption will be given not less than three Business Days prior to the Special Mandatory Redemption Date to each Holder based on in accordance with Section 12.02. The notice of Special Mandatory Redemption may not be conditional. (e) If any Note is to be mandatorily redeemed pursuant to Section 3.08(b), the number notice of Warrants submitted for redemption by such Holder relative that relates to that Note will state the information set forth in Section 3.08(c)(i) through (vi) above. (f) At the Company's written request delivered no more than three Business Days (unless a shorter period is acceptable to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and Trustee) prior to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect date notice of Special Mandatory Redemption is to be exceeded. If and delivered to Holders, the extent that Trustee will give Holders the issuance notice of Default Shares with respect to a given Specified Portion would result Special Mandatory Redemption in the a violation of Company's name and at its expense; in such event, the Beneficial Ownership Limitation, then that particular Specified Portion Company shall be automatically reduced to a value that would cause provide the number of Default Shares to be issued to equal Trustee with the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountinformation required by this Section.

Mandatory Redemption. If at any Events of Default shall occur time from and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to later of (x) the Company that an Event eighteenth month anniversary of Default has occurred the Issuance Date and specifying (y) the factual basis therefor then thereafterone year anniversary of the consummation of a Qualified IPO (such later date being the “Mandatory Redemption Eligibility Date”), unless (i) the Weighted Average Price of the shares of Class A Common Stock exceeds 150% of the public offering price per share of Class A Common Stock in the Qualified IPO for each of twenty (20) consecutive Trading Days following the Mandatory Redemption Eligibility Date (such twenty (20) consecutive Trading Day period being the “Mandatory Redemption Measuring Period”) and (ii) the Equity Conditions shall have been satisfied or waived in writing by the Holder, , at Holder from and including the option of Mandatory Redemption Notice Date (as defined below) through and including the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Mandatory Redemption Date (the "Default Notice"as defined below), the outstanding amount Company shall have the right to redeem all or any portion of the Conversion Amount then remaining under this Note, as designated in the Mandatory Redemption Notice, as of the Mandatory Redemption Date (a “Mandatory Redemption”). The portion of this Warrant Note subject to redemption pursuant to this Section 8(a) shall be immediately redeemed by the Company and the Company shall pay at a price equal to the Holder sum of (a "Mandatory Redemption"x) an amount the Conversion Amount being redeemed and (y) the Present Value of Interest applicable to such Conversion Amount (the "“Mandatory Redemption Amount" or the "Default Amount"Price”) equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount which is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days after its delivery of a Mandatory Redemption Notice (the “Mandatory Redemption Date”). The Company may exercise its right to require redemption under this Section 8(a) by delivering within not more than two (2) Trading Days following the end of such Mandatory Redemption Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Default Amount Due holders of Notes and the Transfer Agent (the “Mandatory Redemption Notice” and the date all of the holders received such notice is referred to as the “Mandatory Redemption Notice Date, then (A) the Exercise Price ”). The Company may deliver no more than two Mandatory Redemption Notices hereunder and each such Mandatory Redemption Notice shall be permanently decreased (but not increasedirrevocable. The Mandatory Redemption Notice shall state the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Mandatory Redemption from all of the holders of the Notes pursuant to this Section 8(a) (each a "Default Adjustment"and analogous provisions under the Additional Notes) and the Present Value of Interest to be paid to such Holders on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Mandatory Redemption Date") until . All Conversion Amounts converted by the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days Holder after the Company's receipt Mandatory Redemption Notice Date shall reduce the Conversion Amount of this Note required to be redeemed on the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, Mandatory Redemption Date and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require receive from the Company, upon written notice ("Default Exercise Notice") (which may be given one or more timeson the applicable Conversion Date, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), an amount in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, cash equal to the Specified Portion Present Value of the Default Amount divided by the Exercise Price in effect on the date Interest of any such shares are issued Conversion Amount. Redemptions made pursuant to the Holder, PROVIDED THAT, the Holder may require that such payment of shares this Section 8(a) shall be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company accordance with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSection 12.

Mandatory Redemption. If (a) Except as described in Section 3.08(b) below, the Company is not required to make any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice mandatory redemption or sinking fund payments with respect to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Notes. (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption"b) an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of If (i) the Black-Scholes value of the remaining unexercised portion of this Warrant ▇▇▇▇▇▇▇▇ Acquisition has not been consummated on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid or prior to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, ▇▇▇▇▇▇▇▇ Acquisition Deadline or (ii) prior to the lowest Market Price that ▇▇▇▇▇▇▇▇ Acquisition Deadline, either (x) the ▇▇▇▇▇▇▇▇ Acquisition Agreement has occurred on any Default Adjustment Date since been terminated or (y) the date Company determines in its sole discretion that the Event of Default began. Notwithstanding conditions to the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined ▇▇▇▇▇▇▇▇ Acquisition set forth in the Securities Purchase Agreement) shall continue ▇▇▇▇▇▇▇▇ Acquisition Agreement cannot be satisfied (the earliest to accrue. On the date that is five (5) Business Days after the Company's receipt occur of the Holder's Default Noticeevents described in clauses (i) and (ii), the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares“▇▇▇▇▇▇▇▇ Acquisition Termination Date”), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem (the “Special Mandatory Redemption”) all of the Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. (c) If the Company is required to redeem Notes pursuant to the Special Mandatory Redemption provisions of Section 3.08(b) hereof, it must furnish to the Trustee, at least three Business Days (unless a pro rata shorter period is acceptable to the Trustee) prior to the date notice of Special Mandatory Redemption is to be delivered to Holders of the Notes in accordance with Section 3.08(d), an Officers’ Certificate setting forth: (i) the clause of this Indenture pursuant to which the Special Mandatory Redemption shall occur; (ii) the Special Mandatory Redemption Date; (iii) the principal amount from of Notes to be redeemed; (iv) the Special Mandatory Redemption Price; (v) the applicable CUSIP numbers; and (vi) a statement that the conditions precedent set forth in this Indenture to the Special Mandatory Redemption have been satisfied. (d) The notice of Special Mandatory Redemption will be given not less than three Business Days prior to the Special Mandatory Redemption Date to each Holder based on in accordance with Section 12.02. The notice of Special Mandatory Redemption may not be conditional. (e) If any Note is to be mandatorily redeemed pursuant to Section 3.08(b), the number notice of Warrants submitted for redemption by such Holder relative that relates to that Note will state the information set forth in Section 3.08(c)(i) through (vi) above. (f) At the Company’s written request delivered no more than three Business Days (unless a shorter period is acceptable to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and Trustee) prior to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect date notice of Special Mandatory Redemption is to be exceeded. If and delivered to Holders, the extent that Trustee will give Holders the issuance notice of Default Shares with respect to a given Specified Portion would result Special Mandatory Redemption in the a violation of Company’s name and at its expense; in such event, the Beneficial Ownership Limitation, then that particular Specified Portion Company shall be automatically reduced to a value that would cause provide the number of Default Shares to be issued to equal Trustee with the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountinformation required by this Section.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after the Holder provides written notice If, prior to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterInitial Maturity Date, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")or any of its Subsidiaries shall issue any Take-Out Securities, the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant Net Cash Proceeds thereof shall, on the date of the Company's or any such Default Notice and (2) Subsidiary's receipt thereof, be deposited with the BlackPaying Agent, so long as, with respect to Take-Scholes value Out Securities other than Take-Out Senior Subordinated Debt, with respect to the Take-Out Securities other than Take-Out Senior Subordinated Debt, such deposit is permitted by the terms of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in fullCredit Agreement, to be applied to redeem Senior Subordinated Notes at a price equal to the lesser of (i) principal amount so to be redeemed plus all accrued and unpaid interest and any reasonable break funding fees incurred by the Exercise Price then Holder thereof in effectconnection therewith, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date PROVIDED that the Company's failure to so deposit such amounts (and so long as, with respect to the Take-Out Securities other than Take-Out Senior Subordinated Debt, such deposit is permitted by the terms of the Credit Agreement) shall constitute an Event of Default beganunder Section 6.01(b); (b) If the Company or any of its Restricted Subsidiaries shall apply, or be required to apply, any Net Cash Proceeds pursuant to Section 4.06(a) to redeem Senior Subordinated Securities, such Net Cash Proceeds shall, on the date of the Company's (or any of its Restricted Subsidiaries') receipt thereof (or such later date as is provided in the last sentence of Section 4.06(a), to the extent relevant) be deposited with the Paying Agent (so long as such deposit is permitted by the terms of the Credit Agreement) to be applied to redeem such Senior Subordinated Securities. (c) All redemptions made pursuant to the provisions of this Section 3.08 shall be made at par. In addition, each redemption payment made pursuant to this Section 3.08 with respect to any Senior Subordinated Securities shall be accompanied by the payment of accrued and unpaid interest (through the date the redemption is actually effected) on the principal amount of Senior Subordinated Notes to be so redeemed; PROVIDED that any such redemption payment made with respect to any Senior Subordinated Notes shall be accompanied by any reasonable break funding fees incurred by the Holder thereof in connection therewith. Notwithstanding anything to the contrary contained above in Section 3.08(a), the Company shall use good faith efforts to provide notices of any mandatory redemption pursuant to Section 3.08(a) sufficiently in advance of its receipt of the proceeds or the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue event which will require a redemption pursuant to accrue. On this Section 3.08 so that the respective mandatory redemption may be made on the date that is five (5) Business Days after of the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountproceeds.

Mandatory Redemption. If any Events (a) In the event that there is to be a payment of Default shall occur and any such Event of Default continues the Release Price for an additional ten (10Asset as described in Section 12.3(c) Business Days after of this Indenture, upon such payment, the Holder provides written notice affected Asset shall be released from the Lien of this Indenture. The Release Price of the affected Asset shall be deposited in the Collection Account by the Trustee upon receipt and shall be applied to the Company that an Event redemption of Default has occurred and specifying Notes on the factual basis therefor then thereafternext ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal to the portion of such Release Price allocable to principal, unless waived by which principal amount shall be applied to the Holder, , at the option reduction of the HolderCandie’s/▇▇▇ ▇▇▇▇▇ Note Principal Balance, such option exercisable through the delivery Rampage Note Principal Balance, the ▇▇▇▇ Note Principal Balance or the London Fog Note Principal Balance of written notice each Note, depending on whether the affected Asset relates to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payablePrimary ▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Primary ▇▇▇▇ ▇▇▇▇▇▇▇, (iii) Primary ▇▇▇▇ ▇▇▇▇ or (iv) Primary ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, respectively. Deposit of such Release Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) Collection Account shall continue be deemed to accrue. On the date that is five (5) Business Days after the Company's receipt be an exercise of the Holder's Default Noticeoption to redeem Notes on such Redemption Date in such principal amount and at the Redemption Price. (b) In accordance with Section 13.2(b) of this Indenture, specified funds are to be withdrawn from the Default Amount, together with all other amounts payable hereunder, shall immediately become due Liquidity Reserve Account and payable, all without demand, presentment or notice, all applied to the redemption of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder Notes. Such funds shall be entitled to exercise all other rights set aside by the Trustee in the Collection Account and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and applied to the extent that there are sufficient authorized shares)redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal, as nearly as practicable, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction the funds available after withdrawing therefrom all funds needed to pay accrued interest on the Notes to be redeemed to the applicable Redemption Date plus the related Redemption Premium, if applicable. The Issuer shall be added back deemed to the Unpaid Portion of the Default Amounthave elected any such redemption.

Mandatory Redemption. If any Events of Default (i) The Company shall occur redeem all outstanding Series A Redeemable Preferred Stock and any such Event of Default continues for an additional ten Series B Redeemable Preferred Stock (10) Business Days after the Holder provides written notice subject to the Company legal availability of funds therefor) in whole on December 1, 2012; provided that an Event such date shall be automatically changed upon the issuance of Default has occurred and specifying the factual basis therefor then thereafterAcquisition Notes to be the date that is the first Business Day which is one year following the final stated maturity date of the Acquisition Notes (without giving effect to any amendment, unless waived by the Holder, modification or waiver thereof), at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Maturity Redemption Date. The Company shall redeem all outstanding Series C Redeemable Preferred Stock (subject to the legal availability of funds therefor) in whole on January 1, 2022, at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Maturity Redemption Date, plus the Common Participation Amount. (ii) The Company shall make an offer to redeem (a "Change of Control Offer") all outstanding Redeemable Preferred Stock (subject to legal availability of funds therefor) not later than 60 days following a Change of Control (the "Change of Control Redemption Date") at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Change of Control Redemption Date, plus, in the case of the Series C Redeemable Preferred Stock only, an amount equal to the Common Participation Amount; provided that (A) no redemption under this Section 5(b)(ii) shall be required unless (i) all Existing Notes shall have ceased to be outstanding, (ii) the Black-Scholes value Company shall have consummated a defeasance with respect to the Existing Notes in accordance with the terms thereof or (iii) the holders of Existing Notes shall have consented to the Company's performance of its obligations under this Section 5(b)(ii) and (B) no redemption shall be effected until after the Company has performed all of its obligations arising upon a "change of control" under any debt instruments of the remaining unexercised portion Company. The Company shall not consummate a transaction resulting in a Change of this Warrant on Control unless at the date time of such Default Notice and (2) or prior to the Black-Scholes value Change of Control, the Company shall have entered into customary financial and/or other arrangements which permit the timely redemption of the remaining unexercised portion Redeemable Preferred Stock under this Section 5(b)(ii) (disregarding the proviso of the preceding sentence). The Company may (but shall not be obligated to) discharge any obligation arising under this Warrant on Section 5(b)(ii) if a Person other than the Trading Day immediately preceding Company (whether or not an Affiliate) makes and consummates a Change of Control Offer in the date that manner contemplated, and as required by, this Certificate of Designation. (iii) In the Mandatory Redemption Amount is paid event of any Asset Disposition resulting in Net Cash Proceeds to the Holder. The Mandatory Redemption Amount shall be payable, in cash Company or cash equivalent, within five (5) business days any Restricted Subsidiary required by the terms of the Date Company's then outstanding Indebtedness to be applied towards the repayment of, or any offer to repay, any outstanding Indebtedness of the applicable Default Notice (Company to the "Default Amount Due Date"). If extent that such Net Cash Proceeds are not applied by the Company fails to pay within 365 days following such Asset Disposition toward the Mandatory Redemption Amount within thirty (30) days repayment of any such Indebtedness or are not reinvested in the business of the Default Amount Due DateCompany and the Restricted Subsidiaries within 365 days following such Asset Disposition, then first the Company shall apply such Net Cash Proceeds towards the making and consummation of any remaining obligation to offer to purchase or other repayment of any outstanding Indebtedness of the Company to the extent required by, and in accordance with, the terms thereof, and towards any fees and expenses associated therewith, and, second, to the extent that any Net Cash Proceeds remain after any such purchase or repayment and payment of associated fees and expenses (A) the Exercise Price shall be permanently decreased (but not increased) (each a such remaining proceeds being "Default AdjustmentNet Available Proceeds") on and provided no default or event of default would result under the first Trading Day terms of each calendar month thereafter any Indebtedness of the Company, the Company shall (each a) declare a "Default Adjustment Date"special dividend pursuant to Section 2(e) until the Default Amount is paid in full, to a price an amount equal to the lesser of (ix) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt full amount of the Holder's Default Notice, the Default Amount, entire Total Cash Dividends in Arrears (together with all other amounts dividends payable hereunder, shall immediately become due and payable, all without demand, presentment in respect thereof) or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (By) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction Net Available Proceeds, and (b) after fulfilling any obligations with respect to special dividends referred to in the preceding clause (a), apply any remaining Net Available Proceeds ("Remaining Net Available Proceeds") towards the making and consummation of an offer (an "Asset Disposition Offer") to redeem shares of Redeemable Preferred Stock, at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the redemption date (the "Asset Disposition Redemption Date"), which shall be added back not more than 60 nor less than 30 days following the Company's satisfaction of all obligations in respect of such Asset Disposition and the application of the Net Cash Proceeds therefrom required hereby to be performed prior to the Unpaid Portion making of an Asset Disposition Offer, plus, in the case of the Default Series C Redeemable Preferred Stock only, an amount equal to the Common Participation Amount. Notwithstanding anything herein to the contrary, the amount of Net Available Proceeds may be recalculated to take account of the pro rata rights of any holders of Parity Securities, if any.

Mandatory Redemption. If any Events of Default shall occur (a) Commencing on June 1, 2017 and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafteron each subsequent interest payment date, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay redeem the Securities, in part, on a pro rata basis, in an aggregate principal amount equal to the Holder ($31,250,000, at a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater of (i) the Black-Scholes value portion of the remaining unexercised portion principal amount of this Warrant on the Securities redeemed, plus accrued and unpaid interest thereon to, but not including, the date of such Default Notice and redemption. (2b) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding On the date that is the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser earlier of (ix) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding 120 days after the occurrence of an Event of DefaultLoss and (y) three Business Days after the full amount of the insurance proceeds in connection with such Event of Loss are received by any Note Party or other Subsidiary of Holdings, Failure Payments the Company shall redeem 100% of the aggregate principal amount of the Outstanding Securities, at a redemption price equal to 100% of the principal amount plus accrued and any other Required Cash Payments (as defined unpaid interest thereon to, but not including, the date of redemption; provided that if the Collateral Rig is replaced pursuant to a Collateral Rig Substitution before the applicable date specified in the Securities Purchase Agreementimmediately preceding subclauses (x) and (y), no redemption shall continue to accrue. be required under this Section 3.09(b). (c) On the date that is five the earlier of (5x) 90 days after (i) the termination of the Drilling Contract or (ii) the expiration of any period for which the dayrate under the Drilling Contract is at zero rate for 365 consecutive days and (y) one Business Days Day after the Company's receipt termination fee under the Drilling Contract is received by any Note Party or other Subsidiary of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionHoldings, the Company shall redeem 100% of the aggregate principal amount of the Outstanding Securities, at a pro rata redemption price equal to 100% of the principal amount from each Holder based on plus accrued and unpaid interest thereon to, but not including, the number date of Warrants submitted for redemption by such Holder relative to redemption; provided that if the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect Drilling Contract is replaced pursuant to a given Specified Portion would result Drilling Contract Substitution or the termination of the Drilling Contract is rescinded, in each case, before the applicable date specified in the a violation of the Beneficial Ownership Limitationimmediately preceding subclauses (x) and (y), then that particular Specified Portion no redemption shall be automatically reduced required under this Section 3.09(c). (d) Any redemption pursuant to a value that would cause the number of Default Shares this Section 3.09 shall be made pursuant to be issued to equal the Maximum PercentageSections 3.02, 3.04, 3.05 and 3.06, and the amount of such reduction shall notices described in Sections 3.01 and 3.03 will be added back given as soon as practicable for any mandatory redemption pursuant to the Unpaid Portion of the Default AmountSection 3.09(b) or 3.09(c).

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after In the Holder provides written notice to event the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafteris prohibited from issuing Common Stock, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due timely deliver Common Stock on a Delivery Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding upon the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments Default (as defined in the Securities Purchase AgreementDebenture) shall continue or for any reason other than pursuant to accruethe limitations set forth herein, then at the Holder's election, the Company must pay to the Holder ten (10) business days after request by the Holder or on the Delivery Date (if requested by the Holder) a sum of money determined by multiplying up to the outstanding Principal Amount (as defined in the Debenture) of the Debenture designated by the Holder by 150%, together with accrued but unpaid interest thereon ("Mandatory Redemption Payment"). On Initials Initials The Mandatory Redemption Payment must be received by the Holder on the same date that as the Company Common Stock otherwise deliverable or within ten (10) business days after request, whichever is five sooner (5) Business Days after the Company's "Mandatory Redemption Payment Date"). Upon receipt of the Holder's Default NoticeMandatory Redemption Payment, the Default Amount, together with all other amounts payable hereunder, shall immediately become due corresponding Debenture principal and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees interest will be deemed paid and expenses, of collection, and no longer outstanding. Notwithstanding the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionforegoing, the Company shall redeem a pro rata first apply against the Mandatory Redemption Payment an amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative equal to the total number of Warrants submitted for redemption outstanding amount owed by all Holders. The the Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause Company under the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership LimitationPromissory Note, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentageif any, and the amount of such reduction otherwise owed by the Company to the Holder in connection with the Mandatory Redemption Payment shall be added back reduced by the outstanding amount owed by the Holder to the Unpaid Portion Company under the Promissory Note, with the Promissory Note deemed paid by Holder to the extent of and with respect to such amount, and if the amount due from the Company to the Holder in connection with the Mandatory Redemption Payment is equal to or greater than the outstanding amount owed under the Promissory Note, the Company shall cancel and deem the Promissory Note as paid in full in connection with the application of the Default Amountamount owed by the Holder to the Company under Promissory Note against the amount otherwise owed by the Company to the Holder in connection with the Mandatory Redemption Payment. The Company shall immediately pay in cash to the Holder any remaining amount owed by the Company to the Holder in connection with the Mandatory Redemption Payment as described herein, after the application of the outstanding amount owed under the Promissory Note, if any, to such obligation.

Mandatory Redemption. (a) If any Events the full amount of Default principal and interest then due on the Notes is not paid by the Payment Date in June 2012, the Indenture Trustee shall occur begin a process for soliciting bids in connection with an auction of the Home Equity Loans. The Indenture Trustee shall provide the Master Servicer and any the Insurer written notice of such Event of Default continues for an additional auction at least ten (10) Business Days after the Holder provides written notice prior to the Company that an Event date bids must be received in such auction (the "Mandatory Auction Date"). The auction shall be conducted as follows: (b) The Indenture Trustee shall solicit and resolicit new bids from all participating bidders until only one bid remains or the remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to or in excess of the Mandatory Redemption Price. If the highest of such remaining bids is less than the Mandatory Redemption Price, then the Indenture Trustee shall neither accept such bid nor consummate such sale unless the Insurer (so long as no Insurer Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option is continuing) and Holders of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 10066-2/3% of the greater Outstanding Amount of the Notes consent. (c) If the first auction conducted by the Indenture Trustee does not produce any bid at least equal to the Mandatory Redemption Price, then the Indenture Trustee shall, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed first auction, commence another auction in accordance with the requirements of this subsection (c). If such second auction does not produce any bid at least equal to the Mandatory Redemption Price, then the Indenture Trustee shall, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed second auction, commence another auction in accordance with the requirements of this subsection (c), and shall continue to conduct similar auctions approximately every three months thereafter until the earliest of (i) delivery by the Black-Scholes value Master Servicer of notice of exercise of its repurchase option pursuant to Section 8.01(b) of the remaining unexercised portion Sale and Servicing Agreement, (ii) receipt by the Indenture Trustee of this Warrant on a bid meeting the date of such Default Notice and conditions specified in the preceding paragraph, or (2iii) the Black-Scholes value Payment Date on which the Principal Balance of all the Home Equity Loans is reduced to zero. (d) If the Indenture Trustee receives a bid meeting the conditions specified in this subsection (d), then the Indenture Trustee shall release to the winning bidder, upon payment of the remaining unexercised portion bid purchase price, the Mortgage Files pertaining to the Home Equity Loans being purchased and take such other actions as the winning bidder may reasonably request to effect the transfer of this Warrant on the Trading Day immediately preceding Home Equity Loans to the winning bidder. (e) Notice of any termination, specifying the Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Mandatory Redemption Amount is paid Noteholders may surrender their Notes to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days Indenture Trustee for payment of the Date of the applicable Default Notice final distribution and cancellation (the "Default Amount Due Redemption Date"). If , shall be given promptly by the Company fails Indenture Trustee (upon receipt of written directions from the Master Servicer, if the Master Servicer is exercising its right to pay repurchase the Mandatory Redemption Amount within thirty (30) days Home Equity Loans, given not later than the first day of the Default Amount Due Date, then (Amonth preceding the month of such final distribution) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser Insurer and to the Master Servicer by letter to the Noteholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (i) the Exercise Price then in effectPayment Date upon which final distribution of the Notes will be made upon presentation and surrender of Notes at the office or agency of the Indenture Trustee therein designated, or (ii) the lowest Market Price that has occurred on amount of any Default Adjustment Date since the date such final distribution and (iii) that the Event Record Date otherwise applicable to such Payment Date is not applicable, distributions being made only upon presentation and surrender of Default began. Notwithstanding the occurrence Notes at the office or agency of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrueIndenture Trustee therein specified. On the date that is five Redemption Date specified pursuant to this subsection (5) Business Days after c), the Company's receipt Indenture Trustee shall distribute the proceeds of the Holder's Default Noticesale of the Home Equity Loans in accordance with the priorities listed in Section 5.4(b) of this Indenture. (f) Upon presentation and surrender of the Notes, to the extent of funds available therefor, the Default AmountIndenture Trustee shall cause to be distributed to the Holders of the Notes on the Payment Date for such final distribution, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all in proportion to the Percentage Interests of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long their respective Notes and to the extent that there funds are sufficient authorized shares)available for such purpose, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, an amount equal to the Specified Portion of amount required to be distributed to Noteholders pursuant to Section 5.01 for such Payment Date. On the Default Amount divided by final Payment Date prior to having made the Exercise Price distributions called for above, the Indenture Trustee shall, based upon the information set forth in effect on the date Servicing Certificate for such shares are issued Payment Date, withdraw from the Collection Account and remit to the HolderInsurer the lesser of (x) the amount available for distribution on such final Payment Date, PROVIDED THATnet of any portion thereof necessary to pay the Noteholders pursuant to Section 5.01(a) and due and unpaid Skip-A-Pay Advances and Servicing Fees, and (y) the Holder may require that such payment of shares be made in one or more installments at such time unpaid amounts due and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice owing to the Company with Insurer pursuant to the original Warrant Insurance Agreement. (if delivery of g) In the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem event that all of the Warrants submitted Noteholders shall not surrender their Notes for redemptionfinal payment and cancellation on or before such final Payment Date, the Company Indenture Trustee shall redeem a pro rata amount from each Holder based on promptly following such date cause all funds in the number of Warrants submitted for redemption by such Holder relative Distribution Account not distributed in final distribution to Noteholders, to be withdrawn therefrom and credited to the total number remaining Noteholders by depositing such funds in a separate escrow account for the benefit of Warrants submitted such Noteholders, and the Master Servicer (if the Master Servicer has exercised its right to purchase the Home Equity Loans) or the Indenture Trustee (in any other case) shall give a second written notice to the remaining Noteholders to surrender their Notes for redemption by cancellation and receive the final distribution with respect thereto. If within nine months after the second notice all Holders. The Holder the Notes shall not have been surrendered for cancellation, (i) all unclaimed funds will be paid to the Insurer to the extent such funds represent reimbursement of a Reimbursement Amount and (ii) the Transferor Interest will be entitled to receive Default Shares on a given date if all remaining unclaimed funds and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentageother assets which remain subject hereto, and the amount Indenture Trustee upon transfer of such reduction funds shall be added back discharged of any responsibility for such funds and the Noteholders shall look to the Unpaid Portion holder of the Default AmountTransferor Interest for payment.

Mandatory Redemption. If In the event that the Floating Rate Note is required to be redeemed pursuant to paragraph (b)(2) of Article Third of the Indenture (without giving effect to any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days amendments after the Holder provides written notice date hereof), then the Shipowner shall, at its expense, unless the Secretary has waived in writing the requirement that the Floating Rate Note be redeemed on such Mandatory Note Redemption Date, undertake all actions required on its part on or prior to the Company that an Event Mandatory Note Redemption Date to redeem the Outstanding Principal (and, if applicable, the Guaranteed Interest) of Default has occurred and specifying the factual basis therefor then thereafterFloating Rate Note in full or otherwise redeem the Floating Rate Note in full. Without limiting the foregoing, unless waived by the HolderShipowner has access to immediately available funds with which to redeem in full the Outstanding Principal (and, if applicable, at the option Guaranteed Interest) of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")Floating Rate Note, the outstanding amount of this Warrant Shipowner shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) cooperate with the Black-Scholes value Agents, the Alternate Lender and Salomon Smith Barney Inc. (or any Affiliate thereof which agrees t▇ ▇▇▇▇▇▇▇▇▇▇ B▇▇▇▇ ▇n order to refinance the Floating Rate Note) in the preparation of the remaining unexercised portion of this Warrant on the date of a prospectus or placement memorandum relating to such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payableBonds, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments provide Salomon Smith Barney Inc. (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (such other Affiliate thereof whi▇▇ ▇▇▇▇▇▇ ▇▇ underwrite the "Specified Portion"Bonds) of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject with access to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price its officers and agents in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company connection with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect such Bonds, (iii) provide such information and shall undertake such other actions as may be reasonably requested by the Agents, the Alternate Lender and/or Salomon Smith Barney Inc. (and/or any such other Affiliate thereof ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇erwrite the Bonds) in order to ensure a given Specified Portion would result timely issuance of Bonds and (iv) unless the Secretary has waived the requirement that the Floating Rate Note be redeemed on such Mandatory Note Redemption Date, execute a Bond Purchase Agreement providing for the issuance and sale of Bonds in an aggregate principal amount equal to or greater than the a violation Outstanding Principal amount of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced Floating Rate Note and providing for the application of proceeds to a value that would cause prepay the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of Floating Rate Note or otherwise redeem such reduction shall be added back to the Unpaid Portion of the Default AmountFloating Rate Note in full.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterOn each Mandatory Redemption Date, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay redeem a portion of this Debenture equal to the Holder (a "Mandatory Redemption") an amount (Holder's Pro-Rata share of the "Mandatory Redemption Amount" or Amount (except that, if the "Default Amount"Holder elects to exercise any other Debenture(s) on such Mandatory Redemption Date, the amount so redeemed pursuant to such other Debentures shall reduce the principal amount that may be redeemed hereunder on such Mandatory Redemption Date by such amount) at a cash price equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion principal amount of this Warrant Debenture being redeemed. In lieu of a cash redemption payment, the Company may elect to pay, in whole or in part (and if in part, in multiples of $100,000), such amount to be redeemed on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the applicable Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, Date in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each Conversion Shares based on a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a conversion price equal to the lesser of (i) the Exercise Price then in effect90% OF THE ADJUSTED VWAP DURING THE 22 TRADING DAYS IMMEDIATELY PRIOR TO THE APPLICABLE MANDATORY REDEMPTION DATE, or and (ii) the lowest Market Set Price that has occurred on any Default Adjustment Date since (the date "Mandatory Conversion Price"); provided, however, that the Event of Default began. Notwithstanding Mandatory Redemption shall only occur if, on the occurrence of Mandatory Redemption Date and during the 30 calendar days prior thereto, (i) there is an Event of Default, Failure Payments and any other Required Cash Payments (as defined in effective Registration Statement pursuant to which the Securities Purchase Agreement) shall continue Holder is permitted to accrue. On utilize the date that is five (5) Business Days after the Company's receipt prospectus thereunder to resell all of the Holder's Default Notice, Conversion Shares issued to the Default Amount, together with all other amounts payable hereunder, shall immediately become due Holder and payable, all without demand, presentment or notice, all of which hereby the Conversion Shares as are expressly waived, together with all costs, including, without limitation, legal fees and expenses, issuable to the Holder upon conversion in full of collection, the Debentures subject to such Mandatory Redemption are registered for resale by the Holder thereunder (and the Holder shall be entitled to exercise all other rights and remedies available at law or Company believes, in equitygood faith, that such effectiveness will continue uninterrupted for the foreseeable future), and (Bii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future); provided, further, that, on or prior to the first Trading Day of the 30 calendar day period prior to such Mandatory Redemption Date, the Company irrevocably notifies the Holder that it will issue Conversion Shares in lieu of cash and the Company includes in such notification the amount to be converted (the "Conversion Amount"). Notwithstanding anything herein to the contrary, the Holder may elect, upon written notice to the Company not less than 2 Trading Days prior to a Mandatory Redemption Date, to waive any of the aforementioned conditions to the applicable Mandatory Redemption. In the event the Company elects to redeem this Debenture by the issuance of Conversion Shares, the Holder shall have the right at any timeright, so long as in its sole discretion, by notice to the Company remains in default (and so long and prior to the extent that there are sufficient authorized shares)applicable Mandatory Redemption Date, to require increase the CompanyConversion Amount by up to 100% or to decrease the Conversion Amount by up to 50% (except that, upon written notice ("Default Exercise Notice") (which may be given in the event one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion"conditions to a Mandatory Redemption is not met and such condition(s) of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided is waived by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that elect to decrease the applicable Conversion Amount by up to 100%). In the event the Conversion Amount is reduced by the Holder, such payment principal amount not converted but subject to the Mandatory Redemption, if not for the preceding sentence, shall be deferred to the end of shares be made in one or more installments at such time this redemption schedule and in such cumulated with any other amounts as Holder choosesso deferred. The Default shares are due within five (Mandatory Conversion Price for any deferred Conversion Amount, shall be calculated at the date when actually converted, not at the time of deferral. By way of example, assume that this is the only Debenture issued under the Purchase Agreement, the Original Issue Date is December 5) Business Days , 2001, the Effective Date is March 5, 2002 and there remains $5,000,000 in principal outstanding on this Debenture. Assume further that on March 5, 2002 the Company provided the Holder notice that it will redeem $400,000 of the date principal amount of this Debenture by the issuance of Conversion Shares rather than cash (i.e. that the Conversion Amount shall be $400,000). On April 5, 2002, the Registration Statement is maintained effective and the Common Stock trades uninterrupted on the Principal Market during the 30 days prior to April 5. Finally, assume that on April 4, 2002, the Holder delivers a Default Exercise Notice to notifies the Company with that it elects to reduce the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline")Conversion Amount to $250,000. If the Company is unable to redeem all of the Warrants submitted for redemptionUnder these circumstances, on April 5, 2002, the Company shall redeem a pro rata $350,000 principal amount from each Holder of this Debenture, $250,000 of which shall be paid by the issuance of Conversion Shares based on the number Mandatory Conversion Price on the Mandatory Redemption Date and the balance of Warrants submitted for redemption by such Holder relative $100,000, shall be paid in cash. The Mandatory Redemption of $150,000 of the principal amount of this Debenture shall be deferred until after the remaining principal amount outstanding of this Debenture has been subject to this Mandatory Redemption provision. Notwithstanding anything herein to the total number contrary, conversions hereunder shall be made as if pursuant to Section 4, including but not limited to, liquidated damages and fees for late delivery of Warrants submitted Conversion Shares, and the Conversion Date for redemption by all Holderssuch purposes shall be the Mandatory Redemption Date. The Holder may convert any portion of the outstanding principal amount of the Debentures subject to a Mandatory Redemption prior to the date that the Mandatory Redemption is due and paid in full at the Set Price. Nothing herein shall not be entitled to receive Default Shares on a given date if and preclude the Holder from converting this Debenture to the extent that such issuance would cause this Debenture remains unpaid and unconverted after the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountMandatory Redemption Date.

Mandatory Redemption. If any Events (a) [Reserved]. (b) [Reserved]. (c) Following the acceleration of Default shall occur and any such Event the New Limestone Notes as a result of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying but prior to the factual basis therefor then thereafter, unless waived by the Holder, , at the option expiration of the Holder, such option exercisable through the delivery of written notice 120-day standstill referred to the Company by such Holder (the "Default Notice"in Section 2.05(f)(ii), the outstanding amount of this Warrant New Limestone Notes shall be immediately redeemed by if any of the Company and following events (each, a "Take-Out Deposit") occurs: (i) the Company Guarantor causes funds to be irrevocably deposited with the New Indenture Trustee, pursuant to Section 3.09, to be used to cause a Mandatory Redemption, or (ii) the Indenture Trustee or Limestone, as the case may be, distributes funds to be irrevocably deposited with the New Indenture Trustee to be used to cause a Mandatory Redemption. (d) When the New Limestone Notes have become subject to a redemption pursuant to clause (c) above, the New Limestone Notes Outstanding shall pay to the Holder be redeemed (a "Mandatory Redemption") an amount at the Mandatory Redemption Price on the date or dates established by the New Indenture Trustee following the date of the Take-Out Deposit (which date or dates shall be agreed upon by the New Indenture Trustee and the Person(s) making such Take-Out Deposit and shall occur as promptly as practicable following such Take-Out Deposit); provided that, in the case of a Mandatory Redemption pursuant to Section 15.01(c)(ii) arising from the Primary Class B Member electing to exercise the Purchase Option or Retirement Option, such date shall be the Retirement Date or Purchase Date, as applicable, set forth in the Retirement Notice or Purchase Option Notice, as applicable, delivered to the Indenture Trustee and/or Limestone pursuant to the Chaparral LLC Agreement (any such date, the "Mandatory Redemption AmountDate"). The "Mandatory Redemption Price" or the "Default Amount") for each New Limestone Note in any Mandatory Redemption will be equal to the accrued and unpaid interest (including Default Interest, if any) to the Mandatory Redemption Date plus 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date outstanding principal amount of such Default Notice New Limestone Note, plus all other amounts due and (2) owing to such New Noteholder under this New Indenture; provided, however, that if the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each New Limestone Notes have been accelerated as a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence result of an Event of Default, Failure Payments and any other Required Cash Payments (as defined Default described in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default NoticeSection 9.01(a), the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder Mandatory Redemption Price shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountOptional Redemption Price.

Mandatory Redemption. (a) If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of Escrow Outside Date occurs and the remaining unexercised portion of this Warrant Escrow Agent and the Trustee shall not have received the Escrow Release Request Instruction on the date of or prior to such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payabledate, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price Issuers inform the Escrow Agent and the Trustee in writing that, in the reasonable judgment of the Issuers, the Acquisition will not be consummated on or prior to the Escrow Outside Date, or (iii) the Issuers inform the Escrow Agent and the Trustee in writing that has occurred on any Default Adjustment the Acquisition Agreement was terminated prior to the Escrow Outside Date since (the date of any such event being the “Special Termination Date”), the Issuers shall redeem the Notes (the “Special Mandatory Redemption”) at a price (the “Special Mandatory Redemption Price”) equal to 100.0% of the initial issue price of the Notes, plus accrued and unpaid interest on the Notes, if any, from the Issue Date, or the last date from which interest has been paid, to, but not including, the Special Mandatory Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) The Issuers shall deliver, no later than one Business Day following the Special Termination Date, (i) an Escrow Redemption Notice Instruction to the Trustee and the Escrow Agent and (ii) a notice of Special Mandatory Redemption to the Holders and the Trustee, each of which will provide |US-DOCS\143900591.2|| that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) Notes shall continue to accrue. On the be redeemed on a date that is five (5) no later than the third Business Days Day after such notice is given by the Company's receipt Issuers in accordance with the terms of the Holder's Default NoticeEscrow Agreement (the “Special Mandatory Redemption Date”) or otherwise in accordance with the applicable procedures of DTC. Subject to the terms of the Escrow Agreement, prior to 10:00 AM (New York time) on the Special Mandatory Redemption Date, the Default Escrow Agent shall pay the entire amount of funds on deposit in the Escrow Account (the “Escrow Amount”) (in immediately available funds) to the Trustee for payment to each Holder of Notes the applicable Special Mandatory Redemption Price for such Holder’s Notes and, together with all other amounts payable hereunderafter payment to such Holders, the Trustee shall immediately become due deliver any excess Escrow Amount (if any) to, or as directed by, the Issuers. (c) In the event that the Escrow Amount is not sufficient to fund the Special Mandatory Redemption Price plus Trustee and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal Notes Collateral Agent fees and expenses, of collection, and the Holder Issuers shall cause the Investors to fund such shortfall pursuant to the commitment provided by the Investors. (d) Any redemption made pursuant to this Section 3.08 shall be entitled made pursuant to exercise all other rights and remedies available at law or the procedures set forth in equitythis Indenture, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and except to the extent that there are sufficient authorized sharesinconsistent with this Section 3.08(b), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder Issuers shall not be entitled required to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares make any mandatory redemption or sinking fund payment with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership LimitationNotes, then that particular Specified Portion shall be automatically reduced except pursuant to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSection 3.08 hereof.

Mandatory Redemption. If In the event the Lender, in its sole and absolute discretion, at any Events time determines that the Facility Fee Shares are not likely to be monetized into at least the Share Value, because the Facility Fee Shares have ceased to be traded on the Principal Trading Market, because the volume of Default shall occur shares of Common Stock traded on the Principal Trading Market make it difficult for Lender to find buyers of the Facility Fee Shares on a recurring and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides ongoing basis, or other similar reasons or events, then Lender may require, upon written notice to the Company Borrower (the “Redemption Notice”), that the Borrower redeem all Facility Fee Shares then in Lender’s possession in six (6) equal and consecutive monthly installments (the first of such installments occurring on a date to be set forth by Lender in its Redemption Notice, and then subsequent redemptions monthly thereafter) for an aggregate amount of Dollars equal to the Share Value, less any cash proceeds received by the Lender from any previous sales of Facility Fee Shares, if any (for example, assuming that Lender has not sold any Facility Fee Shares when a Redemption Notice is given, then Borrower shall redeem all of the Facility Fee Shares in 6 monthly installments of $16,666.67 each). In the event Lender delivers a Redemption Notice, failure by the Borrower to redeem any portion of the Facility Fee Shares or to make any of the required redemption payments under this Section 2.2(g)(iii) shall be an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of under this Warrant shall be immediately redeemed by the Company Agreement and the Company other Loan Documents. Lender shall pay not make the determination required under this Section 2.2(g)(iii) to the Holder (send a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default redemption Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each until a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five at least three (53) Business Days months after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately Facility Fee Shares become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted eligible for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountre-sale under Rule 144.

Mandatory Redemption. If any Events of Default Commencing on the date that shall occur and any such Event of Default continues for an additional ten be three (103) Business Days months after the first date on which the outstanding aggregate principal amount of Debentures is at least $3.0 million (excluding any Debentures issued upon the cancellation of Prior Notes, as defined in the Purchase Agreement) (the “Collateral Set-aside Date”), and on a monthly basis thereafter (each, a “Collateral Sweep Date”), the Holder provides written may deliver a notice to the Company that an Event within five (5) Trading Days from any Collateral Sweep Date (a “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of Default has occurred and specifying its irrevocable election to cause the factual basis therefor then thereafter, unless waived by the Holder, , at the option Company to redeem such portion of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the then outstanding principal amount of this Warrant shall be immediately redeemed by the Company Debenture (and the Company shall pay to the Holder (a "Mandatory Redemption"accrued interest thereon) for cash in an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid on the 5th Trading Day following the Mandatory Redemption Notice Date (such date, the “Mandatory Redemption Date” and such redemption, the “Mandatory Redemption”). The Mandatory Redemption Notice shall specify the principal amount of Debentures to the Holderbe redeemed. The Mandatory Redemption Amount is payable in full on the Mandatory Redemption Date. Any Mandatory Redemption shall be payable, in cash applied ratably to all Holders that submit a Mandatory Redemption based on their (or cash equivalent, within five (5their predecessor’s) business days initial purchases of Debentures pursuant to the Date Purchase Agreement. The Company hereby agrees to publicly disclose the payment of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the any Mandatory Redemption Amount within thirty (30) days of four Trading Days from the Default Amount Due Mandatory Redemption Date. On or before the Collateral Set-aside Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, Company agrees to a price equal to the lesser of (i) the Exercise Price then in effect, or establish a collection account (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.the

Mandatory Redemption. If (i) The Trustee shall, on such date as is set forth in a Request of the Authority, redeem the Bonds, as a whole, or in part by lot within any Events maturity if less than all of Default shall occur the Bonds of such maturity are to be redeemed, from proceeds of insurance or proceeds of eminent domain proceedings, upon the terms and any such Event of Default continues conditions of, and as provided for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred in, Sections 6.13 and specifying the factual basis therefor then thereafter6.17 hereof, unless waived by the Holder, respectively, at the option of the Holder, such option exercisable through the delivery of written notice principal amount thereof and accrued interest thereon to the Company by such Holder date fixed for redemption, without premium. (the "Default Notice")ii) The Term Bonds maturing on June 1, the outstanding amount of this Warrant 20 shall be immediately redeemed by the Company and the Company shall pay subject to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payablemandatory redemption from mandatory Sinking Account Payments, in cash or cash equivalentpart, within five (5) business days of by lot, on June 1, 20 and June 1, 20 from money on hand in the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each Principal Fund at a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a redemption price equal to the lesser principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in the following schedule: Redemption Date (iJune 1) * *Maturity The Term Bonds maturing on June 1, 20 shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on June 1, 20 and June 1, 20 from money on hand in the Exercise Price then Principal Fund at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in effectthe following schedule: Redemption Date (June 1) * *Maturity At any time prior to giving notice of redemption as provided in Section 4.03, the Trustee may, and upon receipt of a Request of Authority to such effect the Trustee shall, apply moneys on deposit in the Revenue Fund to the purchase of Bonds that are subject to mandatory redemption from mandatory Sinking Account Payments on the next succeeding Interest Payment Date at public or private sale, as and when and at such prices (iiincluding brokerage and other charges) as the lowest Market Price that has occurred on any Default Adjustment Date since the date Authority may in its discretion determine, except that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments purchase price (as defined in the Securities Purchase Agreementexcluding accrued interest) shall continue not exceed the principal amount of such Bonds subject to accruemandatory sinking fund redemption on such Interest Payment Date. On If the date that is five Trustee purchases Bonds as set forth above or if prior to the giving of notice of redemption for Bonds to be redeemed pursuant to mandatory redemption from mandatory Sinking Account Payments, the Authority otherwise deposits Bonds subject to such mandatory redemption from mandatory Sinking Account Payments with the Trustee (5) Business Days after the Company's receipt together with a Certificate of the Holder's Default NoticeAuthority directing the Trustee to apply such Bonds so deposited to the applicable mandatory Sinking Account Payments due on such date), the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment amount of Bonds so purchased or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder deposited shall be entitled to exercise all other rights and remedies available credited at law the time of such purchase or in equitydeposit, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares)of the principal amount thereof, to require reduce the Company, upon written notice ("Default Exercise Notice") (which may applicable mandatory Sinking Account Payments. Mandatory Sinking Account Payments shall be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares adjusted on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result proportionate basis in the event of a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced partial redemption pursuant to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSection 4.01(a)(i) or Section 4.01(b) hereof.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten The Bonds are subject to mandatory redemption, five (105) Business Days after the Holder provides written notice prior to the Company that an Event Letter of Default has occurred and specifying Credit Termination Date, in whole, at a redemption price equal to one hundred percent (100%) of the factual basis therefor then thereafterprincipal amount thereof being redeemed plus accrued interest to the redemption date if, unless waived on the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date, the Trustee shall not have received a Substitute Letter of Credit which will be effective on or before the Letter of Credit Termination Date. Mandatory Sinking Fund Redemption The Bonds are subject to mandatory redemption on the Interest Payment Date occurring in the month of January in each of the years set forth below commencing on the Interest Payment Date occurring in January of 2001 (each, a "Mandatory Sinking Account Payment Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments 2001 $105,000 2002 105,000 2003 105,000 2004 105,000 2005 105,000 2006 105,000 2007 105,000 2008 105,000 2009 105,000 2010 105,000 2011* 55,000 -------------------- Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Holder, Authority, at the option of the HolderCompany, such option exercisable through the delivery of written notice at any time, subject to the Company by such Holder (notice provisions described below, in whole or in part, at the "Default Notice"), the outstanding amount redemption price of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (ias defined in the Indenture) to pay all amounts due with respect to such a redemption. If less than all the Black-Scholes value Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. In the event any of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value Bonds or portions thereof are called for redemption as aforesaid, notice of the remaining unexercised portion of this Warrant on call for redemption, identifying the Trading Day immediately preceding Bonds or portions thereof to be redeemed and the date that redemption price (including the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount premium, if any), shall be payable, in cash or cash equivalent, within five (5) business days given by the Trustee by mailing a copy of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the Default Amount Due Date, then (A) address shown on the Exercise Price registration books. Any notice mailed as provided above shall be permanently decreased (but conclusively presumed to have been duly given, whether or not increased) (each a "Default Adjustment") the Owner receives the notice. No further interest shall accrue on the first Trading Day principal of each calendar month thereafter (each a "Default Adjustment Date") until any Bond called for redemption after the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the redemption date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments if Available Moneys (as defined in the Securities Purchase AgreementIndenture) shall continue to accruesufficient for such redemption have been deposited with the Trustee. On Notwithstanding the date that is five (5) Business Days after the Company's receipt of the Holder's Default Noticeforegoing, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all notice requirements contained in the first sentence of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which this paragraph may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares deemed satisfied with respect to a given Specified Portion would result transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously b▇▇▇ called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Vermont, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the a violation Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Beneficial Ownership LimitationAuthority in connection herewith, then that particular Specified Portion no stipulation, covenant, agreement or obligation contained herein or therein shall be automatically reduced to a value that would cause the number of Default Shares deemed or construed to be issued a stipulation, covenant, agreement or obligation of counsel to equal the Maximum PercentageAuthority or any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the amount principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directl or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his or her individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such reduction consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. No director, officer, employee or agent of the Authority nor any person executing this bond (by facsimile signature or otherwise) shall be added back personally liable, either jointly or severally, hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent. VERMONT ECONOMIC DEVELOPMENT AUTHORITY By:________________________________ Manager VERMONT ECONOMIC DEVELOPMENT AUTHORITY By:________________________________ (SEAL) (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture. FIRST UNION NATIONAL BANK, as Trustee and Tender Agent By:________________________________ Authorized Signature Date of Authentication: ___________ (Form for Transfer) FOR VALUE RECEIVED, ____________, the undersigned, hereby sells, assigns and transfers unto ___________________ (Tax Identification or Social Security No.________________) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints __________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated _________ NOTICE: Signature(s) must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a Securities Transfer Association recognized signature guarantee program. ------------------------------ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. EXHIBIT "D" (FIXED RATE FORM OF SERIES A-T BOND) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Unpaid Portion Authority or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF VERMONT VERMONT ECONOMIC DEVELOPMENT AUTHORITY VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND (VERMONT PURE SPRINGS, INC. PROJECT) 1999 SERIES A-T No. FR- CUSIP ___________ THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF VERMONT OR OF THE ISSUER EXCEPT TO THE EXTENT PERMITTED BY SUBCHAPTER 4 OF CHAPTER 12 OF TITLE 10 OF THE VERMONT STATUTES ANNOTATED. ALL AMOUNTS OWNED HEREUNDER ARE PAYABLE ONLY FROM THE SOURCES PROVIDED IN THE TRUST INDENTURE DESCRIBED BELOW, AND NO PUBLIC FUNDS MAY BE USED FOR THAT PURPOSE. KNOW ALL MEN BY THESE PRESENTS that the VERMONT ECONOMIC DEVELOPMENT AUTHORITY (the "Authority"), for value received, promises to pay from the source and as hereinafter provided, to CEDE & CO. or registered assigns, on January 1, 2011, upon surrender hereof, the principal sum of __________________________ Dollars, and in like manner to pay interest (calculated on the basis of a 360-day year of twelve 30-day months) on said sum at the rate of __% per annum on January 1 or July 1 of each year, commencing ___________, ______ (each an "Interest Payment Date") from the Interest Payment Date next preceding the date of authentication hereof to which interest has been paid or duly provided for, unless the date of authentication hereof is after a Record Date (hereinafter defined) and on or before the succeeding Interest Payment Date, in which case from such succeeding Interest Payment Date or unless no interest has been paid or duly provided for on the Bonds (as hereinafter defined), in which case from the Conversio Date (as defined in the Indenture, as hereinafter defined), until payment of the Default Amount.principal hereof has been made or duly provided for; provided, however, that if

Mandatory Redemption. If (a) Except as described in this Section 3.08, the Issuer is not required to make any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice mandatory redemption or sinking fund payments with respect to the Company that an Event of Default has occurred and specifying Notes. (b) If the factual basis therefor then thereafter, unless waived by CST Acquisition is not consummated substantially concurrently with the Holder, , at the option issuance of the Holder, such option exercisable through Initial Notes on the delivery of written notice to the Company by such Holder (the "Default Notice")Issue Date, the outstanding Issuer (i) shall deposit on the Issue Date into a segregated account an amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") cash equal to 100% of the greater initial purchase price of the outstanding Notes and (ii) shall not use the funds in such segregated account for any purpose other than the consummation of the CST Acquisition or the Special Mandatory Redemption at any time on or prior to the Special Mandatory Redemption Date. (c) (A) If (i) the Black-Scholes value CST Acquisition has not been consummated on or prior to the CST Acquisition Deadline or (ii) prior to the CST Acquisition Deadline, either (a) the CST Acquisition Agreement has been terminated or (b) STBV determines in its sole discretion that the conditions to the CST Acquisition set forth in the CST Acquisition Agreement cannot be satisfied (the earliest to occur of the remaining unexercised portion events described in clauses (i) and (ii), the “CST Acquisition Termination Date”), the Issuer shall redeem (the “Special Mandatory Redemption”) all of this Warrant the outstanding Notes on the date Special Mandatory Redemption Date at the Special Mandatory Redemption Price in accordance with this Indenture. (d) Written notice (the “Special Mandatory Redemption Notice”) of the occurrence of a Special Mandatory Redemption will be delivered by the Issuer (i) to the Holders within two Business Days following the occurrence of the CST Acquisition Termination Date and (ii) to the Trustee within one Business Day following the occurrence of the CST Acquisition Termination Date. At the Issuer’s written request, the Trustee shall give the Special Mandatory Redemption Notice in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, within one Business Day following the occurrence of the CST Acquisition Termination Date (unless such Default shorter time shall be agreed by the Trustee), (x) an Officer’s Certificate requesting the Trustee send (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC) the Special Mandatory Redemption Notice and (2y) the Black-Scholes value a copy of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Special Mandatory Redemption Amount is paid to the HolderNotice. The Special Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the occur on Special Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of . The Special Mandatory Redemption Notice will include (i) the Exercise Price then in effect, or clause of this Indenture pursuant to which the redemption shall occur; (ii) the lowest Market Price that has occurred on any Default Adjustment Date since redemption date; (iii) the date principal amount of Notes to be redeemed; (iv) the redemption price; (v) applicable CUSIP numbers; and (vi) a statement that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue conditions precedent to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall such redemption have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountbeen satisfied.

Mandatory Redemption. If the Fund fails to maintain, as of any Events Valuation Date, Eligible Assets with an aggregate Discounted Value at least equal to the Energy Notes Basic Maintenance Amount or, as of Default shall occur the last Business Day of any month, the 1940 Act Energy Notes Asset Coverage, and any such Event of Default continues for an additional ten (10) failure is not cured within 10 Business Days after following such Valuation Date in the Holder provides written notice case of a failure to maintain the Company that an Event of Default has occurred and specifying Energy Notes Basic Maintenance Amount or on the factual basis therefor then thereafter, unless waived by the Holder, , at the option last Business Day of the Holder, following month in the case of a failure to maintain the 1940 Act Energy Notes Asset Coverage as of such option exercisable through the delivery of written notice to the Company by such Holder last Business Day (the each an "Default NoticeAsset Coverage Cure Date"), then the outstanding Energy Notes will be subject to mandatory redemption out of funds legally available therefor. The principal amount of this Warrant shall Energy Notes to be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of in such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall circumstances will be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price minimum principal amount of Energy Notes the redemption of which, if deemed to have occurred immediately prior to the opening of business on the relevant Asset Coverage Cure Date, would result in the Fund having Eligible Assets with an aggregated Discounted Value at least equal to the Energy Notes Basic Maintenance Amount or sufficient to satisfy the 1940 Act Energy Notes Asset Coverage, as the case may be, in either case as of the relevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Energy Notes the redemption of which would have such result, all Energy Notes then in effectoutstanding will be redeemed), or and (ii) the lowest Market Price maximum principal amount of Energy Notes that has occurred can be redeemed out of funds expected to be available therefor on any Default Adjustment the Mandatory Redemption Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined below) at the Mandatory Redemption Price (as defined below). The Fund shall allocate the principal amount of Energy Notes required to be redeemed to satisfy the Energy Notes Basic Maintenance Amount or the 1940 Act Energy Notes Asset Coverage, as the case may be, pro rata among the Holders of Energy Notes in proportion to the Securities Purchase Agreement) principal amount of Energy Notes they hold, by lot or by such other method as the Fund shall continue deem fair and equitable, subject to accruemandatory redemption provisions, if any. On the date that The Fund is five (5) Business Days required to effect such a mandatory redemption not later than 40 days after the Company's receipt of Asset Coverage Cure Date, as the Holder's Default Noticecase may be (the "Mandatory Redemption Date"), except that if the Default AmountFund does not have funds legally available for the redemption of, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or noticeis not otherwise legally permitted to redeem, all of the outstanding Energy Notes of a Series which hereby are expressly waivedsubject to mandatory redemption, together with all costsor the Fund otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, includingthe Fund will redeem those Energy Notes on the earliest practicable date on which the Fund will have such funds available, without limitation, legal fees and expenses, upon notice to record owners of collection, Energy Notes and the Holder shall Paying Agent. The Fund's ability to make a mandatory redemption may be entitled limited by the provisions of the 1940 Act or Massachusetts law. The redemption price of the Energy Notes in the event of any mandatory redemption will be the principal amount, plus an amount equal to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and accrued interest to the extent that there are sufficient authorized shares)date fixed for redemption, to require plus (in the Companycase of a Rate Period of more than one year) redemption premium, upon written notice ("Default Exercise Notice") (which may be given one or more timesif any, from time to time anytime determined by the Board of Trustees after consultation with the Default Amount Due Date), to immediately issue (a "Default Exercise"), Broker-Dealers and set forth in lieu of all or any specified portion applicable Specific Redemption Provisions (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery DeadlineMandatory Redemption Price"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If any Events of Default (i) The Company shall occur redeem all outstanding Series A Redeemable Preferred Stock and any such Event of Default continues for an additional ten Series B Redeemable Preferred Stock (10) Business Days after the Holder provides written notice subject to the Company legal availability of funds therefor) in whole on January 1, 2013; provided that an Event such date shall be automatically changed upon the issuance of Default has occurred and specifying the factual basis therefor then thereafterAcquisition Notes to be the date that is the first Business Day which is one year following the final stated maturity date of the Acquisition Notes (without giving effect to any amendment, unless waived by the Holder, modification or waiver thereof), at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Maturity Redemption Date. The Company shall redeem all outstanding Series C Redeemable Preferred Stock (subject to the legal availability of funds therefor) in whole on February 1, 2022, at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Maturity Redemption Date, plus the Common Participation Amount. (ii) The Company shall make an offer to redeem (a "Change of Control Offer") all outstanding Redeemable Preferred Stock (subject to legal availability of funds therefor) not later than 60 days following a Change of Control (the "Change of Control Redemption Date") at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the Change of Control Redemption Date, plus, in the case of the Series C Redeemable Preferred Stock only, an amount equal to the Common Participation Amount; provided that (A) no redemption under this Section 5(b)(ii) shall be required unless (i) all Existing Notes shall have ceased to be outstanding, (ii) the Black-Scholes value Company shall have consummated a defeasance with respect to the Existing Notes in accordance with the terms thereof or (iii) the holders of Existing Notes shall have consented to the Company's performance of its obligations under this Section 5(b)(ii) and (B) no redemption shall be effected until after the Company has performed all of its obligations arising upon a "change of control" under any debt instruments of the remaining unexercised portion Company. The Company shall not consummate a transaction resulting in a Change of this Warrant on Control unless at the date time of such Default Notice and (2) or prior to the Black-Scholes value Change of Control, the Company shall have entered into customary financial and/or other arrangements which permit the timely redemption of the remaining unexercised portion Redeemable Preferred Stock under this Section 5(b)(ii) (disregarding the proviso of the preceding sentence). The Company may (but shall not be obligated to) discharge any obligation arising under this Warrant on Section 5(b)(ii) if a Person other than the Trading Day immediately preceding Company (whether or not an Affiliate) makes and consummates a Change of Control Offer in the date that manner contemplated, and as required by, this Certificate of Designation. (iii) In the Mandatory Redemption Amount is paid event of any Asset Disposition resulting in Net Cash Proceeds to the Holder. The Mandatory Redemption Amount shall be payable, in cash Company or cash equivalent, within five (5) business days any Restricted Subsidiary required by the terms of the Date Company's then outstanding Indebtedness to be applied towards the repayment of, or any offer to repay, any outstanding Indebtedness of the applicable Default Notice (Company to the "Default Amount Due Date"). If extent that such Net Cash Proceeds are not applied by the Company fails to pay within 365 days following such Asset Disposition toward the Mandatory Redemption Amount within thirty (30) days repayment of any such Indebtedness or are not reinvested in the business of the Default Amount Due DateCompany and the Restricted Subsidiaries within 365 days following such Asset Disposition, then first the Company shall apply such Net Cash Proceeds towards the making and consummation of any remaining obligation to offer to purchase or other repayment of any outstanding Indebtedness of the Company to the extent required by, and in accordance with, the terms thereof, and towards any fees and expenses associated therewith, and, second, to the extent that any Net Cash Proceeds remain after any such purchase or repayment and payment of associated fees and expenses (A) the Exercise Price shall be permanently decreased (but not increased) (each a such remaining proceeds being "Default AdjustmentNet Available Proceeds") on and provided no default or event of default would result under the first Trading Day terms of each calendar month thereafter any Indebtedness of the Company, the Company shall (each a) declare a "Default Adjustment Date"special dividend pursuant to Section 2(e) until the Default Amount is paid in full, to a price an amount equal to the lesser of (ix) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt full amount of the Holder's Default Notice, the Default Amount, entire Total Cash Dividends in Arrears (together with all other amounts dividends payable hereunder, shall immediately become due and payable, all without demand, presentment in respect thereof) or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (By) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction Net Available Proceeds, and (b) after fulfilling any obligations with respect to special dividends referred to in the preceding clause (a), apply any remaining Net Available Proceeds ("Remaining Net Available Proceeds") towards the making and consummation of an offer (an "Asset Disposition Offer") to redeem shares of Redeemable Preferred Stock, at a redemption price equal to 100% of the Liquidation Preference thereof, plus, without duplication, all accumulated and unpaid dividends (including any Total Cash Dividends in Arrears), if any, to the redemption date (the "Asset Disposition Redemption Date"), which shall be added back not more than 60 nor less than 30 days following the Company's satisfaction of all obligations in respect of such Asset Disposition and the application of the Net Cash Proceeds therefrom required hereby to be performed prior to the Unpaid Portion making of an Asset Disposition Offer, plus, in the case of the Default Series C Redeemable Preferred Stock only, an amount equal to the Common Participation Amount. Notwithstanding anything herein to the contrary, the amount of Net Available Proceeds may be recalculated to take account of the pro rata rights of any holders of Parity Securities, if any.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after In the Holder provides written notice to event the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafteris prohibited from issuing Shares, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due timely deliver Shares on a Delivery Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding upon the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments Default (as defined in the Securities Purchase AgreementNote) shall continue or for any reason other than pursuant to accrue. On the limitations set forth in Section 9.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber or on the Delivery Date (if requested by the Subscriber) a sum of money determined by (i) multiplying up to the outstanding principal amount of the Note designated by the Subscriber by 130%, or (ii) multiplying the number of Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a Deemed Conversion Date) at the then Conversion Price that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall would be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued Deemed Conversion Date by the highest closing price of the Common Stock on the principal market from the Deemed Conversion Date until the day prior to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days receipt of the date that the Holder delivers a Default Exercise Notice to the Company Mandatory Redemption Payment, whichever is greater, together with the original Warrant accrued but unpaid interest thereon (if delivery of the original is required hereunder) (the "Default Share Delivery DeadlineMandatory Redemption Payment"). If Notwithstanding the Company foregoing, provided the proxy statement described in Section 7(g) is unable to redeem filed by the Proxy Filing Date and further provided all of the Warrants submitted for redemptionCompany's officers and directors vote Common Shares owned by them in favor of the Approval, the Company Mandatory Redemption Payment shall redeem be 100% of the principal amount of the Note designated by the Subscriber together with accrued but unpaid interest if the event giving rise to the Mandatory Redemption Payment is a pro rata amount from each Holder based consequence exclusively of the Company's failure to obtain the Approval of its shareholders as contemplated by Section 7(g) hereof. The Mandatory Redemption Payment must be received by the Subscriber on the number of Warrants submitted for redemption by such Holder relative to same date as the total number of Warrants submitted for redemption by all HoldersCompany Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner ("Mandatory Redemption Payment Date"). The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation Upon receipt of the Beneficial Ownership LimitationMandatory Redemption Payment, then that particular Specified Portion shall the corresponding Note principal and interest will be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, deemed paid and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountno longer outstanding.

Mandatory Redemption. If any Events (A) On the first Business Day following the one year anniversary date of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to date on which the Company that an Event has paid in full all Junior Debt, (B) in the event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option a repayment of the HolderSenior Debt and the Junior Debt in connection with an acceleration thereof based on a Change of Control (as defined thereunder), on the first Business Day immediately following such option exercisable through date of repayment, or (C) on the delivery closing date of written notice a Firm Offer or Purchase Offer pursuant to Section 11.3 or a sale of the Company by such Holder Auctioned Equity pursuant to Section 11.4 (the "Default Notice"each, a “Series C Mandatory Redemption Date”), the Company shall redeem all (and not less than all) of the outstanding Series C Preferred Units for cash in an amount equal to, with respect to each Series C Preferred Unit, the Series C Per Unit Redemption Price thereof as of this Warrant the Series C Mandatory Redemption Date, unless such Series C Mandatory Redemption Date is extended by written consent of Series C Preferred Member(s) holding a majority of the issued Series C Preferred Units; provided, that, in the event that a Conversion by the Series B Preferred Members has occurred and, as a result, such Members own Series A2 Preferred Units, then any such extension of the Series C Mandatory Redemption Date shall be immediately redeemed by subject to receiving the written consent of the Series A2 Preferred Members. As promptly as practicable following the date on which the Company and reasonably anticipates there will be a mandatory redemption pursuant to this Section 2.3(b)(ii), the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater provide each Series C Preferred Member written notice of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of event causing such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payablemandatory redemption, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equityanticipated Series C Mandatory Redemption Date, and (Biii) the Holder shall have Series C Per Unit Redemption Price as of the right at any time, so long as anticipated Series C Mandatory Redemption Date for the Company remains in default Series C Preferred Units held by the Licensed Series C Members (and so long and to in the extent event that there are sufficient authorized sharesUnlicensed Series C Members, the Series C Per Unit Redemption Price as of the anticipated Series C Mandatory Redemption Date for the Series C Preferred Units held by the Unlicensed Series C Members). On or prior to the Series C Mandatory Redemption Date, each Series C Preferred Member shall execute and deliver such agreements and other documents as may be reasonably requested by the Company in connection with a redemption pursuant to this Section 2.3(b)(ii), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption including an agreement by such Holder relative Series C Preferred Member pursuant to the total number of Warrants submitted for redemption by all Holders. The Holder which it makes individual representations as to its unencumbered title to its Series C Preferred Units and authority to transfer such Series C Preferred Units in accordance with such agreement; provided, that, such Series C Preferred Member (i) shall not be entitled required to receive Default Shares agree to any noncompetition or like limitations on a given date if business activities and (ii) shall not be required to indemnify the Company for losses arising from its breaches of representations or warranties in excess of the gross proceeds received by such Series C Preferred Member pursuant to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation exercise of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountredemption right in this Section 2.3(b)(ii).

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after Upon the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder election (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory RedemptionRedemption Election") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of a majority in interest of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Holders delivered to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within GTC not more than thirty (30) days after the occurrence of any Triggering Event (as defined below), GTC shall redeem (at the sole discretion of the Default Amount Due Holders) the outstanding Series B Convertible Preferred Stock as follows: (i) if the aggregate amount of gross proceeds from such Equity Sales exceeds $20,000,000 but is less than $25,000,000 as of the date of the Redemption Election (the "Redemption Election Date"), then (A) the Exercise Price GTC shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day redeem up to $5,000,000 of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price outstanding Series B Convertible Preferred Stock for an amount equal to the lesser of (i) the Exercise Price Redemption Amount then in effect, (ii) if the aggregate amount of gross proceeds from such Equity Sales exceeds or equals $25,000,000 but is less than $30,000,000 as of the Redemption Election Date, then GTC shall redeem up to $7,000,000 of outstanding Series B Convertible Preferred Stock for an amount equal to the Redemption Amount then in effect, (iii) if the aggregate amount of gross proceeds from such Equity Sales exceeds or equals $30,000,000 but is less than $35,000,000 as of the Redemption Election Date, then GTC shall redeem up to $9,000,000 of outstanding Series B Convertible Preferred Stock for an amount equal to the Redemption Amount then in effect; and (iv) if the aggregate amount of gross proceeds from such Equity Sales exceeds or equals $35,000,000 as of the Redemption Election Date, then GTC shall redeem all of outstanding Series B Convertible Preferred Stock, or such portion thereof as the Holder may elect, for an amount equal to the Redemption Amount then in effect. For the purposes hereof, the term "Equity Sale" shall mean and include the sale or series of sales of equity securities by GTC for cash to any person which sale or sales occurs after November 12, 1999 other than any such issuance or sale (i) to Genzyme or any entity controlled by Genzyme or (ii) pursuant to an employee benefit plan approved by the lowest Market Price stockholders of GTC. "Triggering Event" shall mean and include the consummation of any of the transactions described in clauses (i) through (iv) above; provided, however, that has no Triggering Event shall be deemed to have occurred on any Default Adjustment Date since as a result of Equity Sales which when aggregated with all other Equity Sales occurring after the date that the Event hereof yield gross proceeds to GTC in an amount equal to or less than $20,000,000. GTC shall promptly notify each Holder in writing of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrueTriggering Event. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with For all other amounts payable hereunder, shall immediately become due and payablepurposes under this Section 3(b), all without demandEquity Sales, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, Triggering Events and the amount of such reduction Series B Convertible Preferred Stock which the Holder may elect to have redeemed, shall be added back determined on a cumulative basis. For example, assuming that (i) GTC has raised $20,000,001 pursuant to an Equity Sale, (ii) in connection therewith, the Unpaid Portion Holder has elected to require GTC to redeem $3 million of the Default Amountup to $5 million of Series B Convertible Preferred Stock which would then be eligible for redemption hereunder as a result of such Equity Sales and (iii) GTC subsequently consummates an Equity Sale yielding additional gross proceeds to GTC of $5 million, GTC would be deemed to have consummated Equity Sales of $25,000,001; and the Holder would be entitled to have GTC redeem an aggregate amount of $7 million of Series B Convertible Preferred Stock. Accordingly, in connection with the subsequent $5 million Equity Sale, the Holder would be entitled to elect that GTC redeem up to $4 million of Series B Convertible Preferred Stock ($7 million total less the $3 million previously redeemed).

Mandatory Redemption. If In the event (i) the Borrower is prohibited from issuing shares of Common Stock upon the conversion of this Note, (ii) upon the occurrence of any Events of Default shall occur and any such other Event of Default that continues for an additional ten more than twenty (1020) Business Days after business days, (iii) a Change in Control (as defined below), or (iv) the Holder provides written notice to liquidation, dissolution or winding up of the Company that an Event of Default has occurred and specifying the factual basis therefor Borrower, then thereafter, unless waived by at the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")'s election, the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company Borrower shall pay to the Holder ten (10) business days after request by the Holder, a "Mandatory Redemption"sum of money determined by multiplying the portion of the outstanding principal amount of this Note designated by the Holder by 110% (the “Redemption Premium”) an amount together with all accrued interest, liquidated damages and any other sum payable to the Holders pursuant to this Note (the "Mandatory Redemption Amount" or the Payment"Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder). The Mandatory Redemption Amount shall Payment must be payable, in cash received by the Holder on the same date as the shares of Common Stock otherwise deliverable or cash equivalent, within five ten (510) business days of the Date of the applicable Default Notice after request, whichever is sooner (the "Default Amount Due Mandatory Redemption Payment Date"). If the Company fails to pay Upon receipt of the Mandatory Redemption Amount within thirty (30) days of Payment, the Default Amount Due Date, then (A) corresponding principal and interest hereof will be deemed paid and no longer outstanding. Liquidated damages that have been paid or accrued for the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal ten day period prior to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's actual receipt of the Holder's Default Notice, Mandatory Redemption Payment by the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder holder shall be entitled to exercise all credited against the Mandatory Redemption Payment. “Change in Control” shall mean (x) the Borrower no longer having a class of shares publicly traded or listed on a Principal Market, (y) the Borrower becoming a subsidiary of another entity (other rights and remedies available at law or than a corporation formed by the Borrower for purposes of reincorporation in equityanother U.S. jurisdiction), and (Bz) the Holder sale, lease or transfer of substantially all of the Borrower’s assets. The Redemption Premium shall have the right at any time, so long as the Company remains be 150% in default connection with a Change in Control described in clauses (y) and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion"z) of the unpaid portion (the "Unpaid Portion") preceding sentence. “Principal Market” shall mean any of the Default AmountAmerican Stock Exchange, a number (Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, OTC Bulletin Board, or New York Stock Exchange, whichever of the "Default Share Amount") of shares (foregoing is at the "Default Shares") of time the principal trading exchange or market for the Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice The Notes are subject to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereaftermandatory redemption, unless waived by the Holder, in whole but not in part, at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of Price, as follows: (i) in the Black-Scholes value event that Insurance Proceeds are paid in respect of substantial damage to the New Arena Facility and the Servicer has certified to the Indenture Trustee that such damage is irreparable; (ii) in the event that Condemnation Proceeds are paid in respect of a substantial portion of the New Arena Facility, and the Servicer has certified to the Indenture Trustee that such property is irreplaceable and that the remaining unexercised portion property is inadequate for continued use as a first class sports arena facility; (iii) subject to the receipt by the Indenture Trustee of this Warrant on the date prior written consent of the Majority Noteholders in accordance with Section ------- 11.04, in the event that any Revenue Contractor becomes entitled to terminate ----- its payment obligations under its respective Revenue Agreement due to any breach or termination of any User Agreement by the applicable Team Owner and the failure of the Arena Company to thereafter replace the applicable Team with another NBA or NHL team within the grace periods provided for in such Default Notice Revenue Agreements; and (2iv) subject to the Black-Scholes value receipt by the Indenture Trustee of the remaining unexercised portion prior written consent of this Warrant the Majority Noteholders in accordance with Section ------- 11.04, in the event of a failure by the Arena Company to complete construction ----- of the New Arena Facility by the Outside Completion Date. Upon the occurrence of the events described, all available funds in the Trust Accounts on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall Date will be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails applied to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default beganPrice. Notwithstanding Upon the occurrence of an Event of Defaultthe events described in clauses (iii) or (iv), Failure Payments and the Transferor shall be liable to the Noteholders for any other Required Cash Payments (as defined shortfall in the Securities Purchase Agreement) shall continue Mandatory Redemption Price to accruebe paid after application of all funds available in the Collection Account. On In the date that is five (5) Business Days after event of a partial casualty or condemnation, any insurance or condemnation proceeds payable to the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder Indenture Trustee shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result deposited in the a violation of Collection Account and paid as described in the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, Sale and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountServicing Agreement.

Mandatory Redemption. If any Events of Default The Corporation shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option mandatorily redeem all of the Holderoutstanding shares of Series C-2 Preferred Stock for cash on July 31, such option exercisable through the delivery of written notice to the Company by such Holder 2007 (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable), in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each at a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a redemption price equal to the lesser Liquidation Price per share. No Mandatory Redemption pursuant to this Section 5(a) shall be made unless and until all outstanding Repriced Preferred Stock has been converted, repurchased, redeemed or otherwise retired or the holders of (i) the Exercise Repriced Preferred Stock have consented thereto in accordance with the requirements of the Corporation's certificate of incorporation. If a Mandatory Redemption cannot occur by reason of this paragraph, the Corporation shall redeem all of the outstanding shares of Series C-2 Preferred Stock as provided herein on the first Business Day after all outstanding Repriced Preferred Stock has been so converted, repurchased, redeemed or otherwise retired or after the holders of the Repriced Preferred Stock shall have consented to such redemption. If, upon any Mandatory Redemption, funds are not legally available to the Corporation for redemption of all the shares of Series C-2 Preferred Stock, the Corporation shall redeem on such date, at the applicable redemption price, pro rata among the Holders based on the Liquidation Price then of their shares, that number of shares of Series C-2 Preferred Stock which it can lawfully redeem, and from time to time thereafter, as soon as funds are legally available, the Corporation shall redeem at the applicable redemption price shares of Series C-2 Preferred Stock pro rata among the Holders until the Corporation has redeemed the shares of Series C-2 Preferred Stock in effect, or (ii) full. In the lowest Market Price that has occurred on any Default Adjustment Date since the date event that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined Corporation is in arrears in the Securities Purchase Agreement) shall continue redemption of its Series C-2 Preferred Stock pursuant to accrue. On the date that is five a Mandatory Redemption (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expensesby reason of the fact that sufficient funds are not legally available to pay the redemption price), or a mandatory redemption cannot occur by reason of collectionthe fact that the Repriced Preferred Stock remains outstanding, and the Holder shall be entitled Corporation may not (i) purchase, redeem or pay dividends on any Junior Stock or (ii) make any mandatory purchase or redemption of any Series C-2 Preferred Stock or Parity Securities except pro rata according to exercise all other rights and remedies available at law such obligations then due or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent arrears. Any shares of Series C-2 Preferred Stock that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect not redeemed on the scheduled redemption date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect continue to be exceeded. If outstanding and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountaccrue dividends until redeemed.

Mandatory Redemption. If any Events of Default shall occur (a) Except as set forth in clauses (b) and any such Event of Default continues for an additional ten (10c) Business Days below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. (b) Within 90 days after the Holder provides written notice to Issue Date the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option will repurchase or repay (pursuant to a tender offer but not through open market purchases) or redeem $15.0 million aggregate principal amount of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (Notes at a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" purchase price or the "Default Amount") redemption price equal to 100% of the greater principal amount of such Notes plus accrued and unpaid interest, if any, to the expiration date of the tender offer or the redemption date, as applicable; provided that (i) the Black-Scholes value delivery of the remaining unexercised portion an irrevocable notice of this Warrant on the date of such Default Notice redemption and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred Company depositing or causing to be deposited with the Trustee, money or U.S. Government Obligations, or a combination thereof, as applicable, the principal and interest on any Default Adjustment which will be sufficient to pay and discharge such Notes, for principal, premium, if any, and interest to the redemption date, in each case, prior to the expiration of such 90 day period shall constitute a redemption of the aggregate principal amount of notes specified in such notice for the purposes of this sentence. (c) Within 5 business days after each Excess Cash Flow Calculation Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized sharesIndenture), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall (i) issue an irrevocable notice of redemption to redeem an aggregate principal amount of notes equal to 50% of the Excess Cash Flow (as defined in the Indenture) for the related Excess Cash Flow Calculation Period (as defined in the Indenture) (each such redemption a pro rata amount from each Holder based “Mandatory Excess Cash Flow Redemption”) and (ii) deposit or cause to be deposited with the Trustee, money or U.S. Government Obligations, or a combination thereof, as applicable, the principal and interest on the number of Warrants submitted which will be sufficient to pay and discharge such Notes, for redemption by such Holder relative principal, premium, if any, and interest to the total number redemption date; provided that repurchases, repayments or redemption of Warrants submitted for redemption by all Holders. The Holder Notes with internally generated funds during the applicable Excess Cash Flow Calculation Period shall not be entitled to receive Default Shares reduce on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and dollar-for-dollar basis the amount of such reduction Mandatory Excess Cash Flow Redemption otherwise required on the applicable Excess Cash Flow Calculation Date. Any Mandatory Excess Cash Flow Redemption shall be added back at a redemption price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the Unpaid Portion redemption date, and the redemption date for each Mandatory Excess Cash Flow Redemption shall be the 30th day (or, if such day is not a Business Day, the next succeeding Business Day) after the date the related notice of redemption is delivered electronically or mailed by first class mail. For the avoidance of doubt, the term Excess Cash Flow shall be read, defined, construed and applied in a manner at all times consistent as such term is read, defined, construed and applied in the Unsecured Term Loan Agreement as in effect as of the Default AmountIssue Date.

Mandatory Redemption. (a) If any Events the full amount of Default principal and interest then due on the Notes is not paid by the Payment Date in September 2013, the Indenture Trustee shall occur and any begin a process for soliciting bids in connection with an auction of the Home Equity Loans. The Indenture Trustee shall provide the Master Servicer written notice of such Event of Default continues for an additional auction at least ten (10) Business Days after the Holder provides written notice prior to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, date bids must be received in such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount auction (the "Mandatory Redemption Amount" Auction Date"). The auction shall be conducted as follows: (b) The Indenture Trustee shall solicit new bids and, if more than one bid is received, the Indenture Trustee shall solicit and resolicit new bids from all participating bidders until only one bid remains or the "Default Amount") remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is equal to 100or in excess of the Mandatory Redemption Price. If the highest of such remaining bids is less than the Mandatory Redemption Price, then the Indenture Trustee shall neither accept such bid nor consummate such sale unless the Holders of 66-2/3% of the greater aggregate principal amount of each Class of Notes Outstanding consent. (c) If the first auction conducted by the Indenture Trustee does not produce any bid at least equal to the Mandatory Redemption Price, then the Indenture Trustee shall, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed first auction, commence another auction in accordance with the requirements of this subsection (c). If such second auction does not produce any bid at least equal to the Mandatory Redemption Price, then the Indenture Trustee shall, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed second auction, commence another auction in accordance with the requirements of this subsection (c), and shall continue to conduct similar auctions approximately every three months thereafter until the earliest of (i) delivery by the Black-Scholes value Master Servicer of notice of exercise of its repurchase option pursuant to Section 8.01(b) of the remaining unexercised portion Sale and Servicing Agreement, (ii) receipt by the Indenture Trustee of this Warrant on a bid meeting the date of such Default Notice and (2) conditions specified in the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effectparagraph, or (iiiii) the lowest Market Price that has occurred Payment Date on any Default Adjustment Date since which the date that Principal Balance of all the Event of Default began. Notwithstanding Home Equity Loans is reduced to zero. (d) If the occurrence of an Event of DefaultIndenture Trustee receives a bid meeting the conditions specified in this Section 10.2, Failure Payments the Master Servicer and any other Required Cash Payments (as defined in the Securities Purchase Agreement) Issuer shall continue to accrue. On promptly arrange for the date that is five (5) Business Days after the Company's receipt sale of the Holder's Default NoticeHome Equity Loans to the winning bidder, the Default Amount, together with all other amounts payable hereunder, Indenture Trustee shall immediately become due execute such agreements and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long termination statements as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one reasonably required or more times, from time appropriate to time anytime after release the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu lien of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares this Indenture with respect to a given Specified Portion would result the Home Equity Loans and Mortgage Files upon payment to the Indenture Trustee of the bid purchase price and satisfaction of any other terms of the auction sale. The Indenture Trustee shall cooperate with the Master Servicer and the Issuer in the a violation sale of the Beneficial Ownership LimitationHome Equity Loans, then that particular Specified Portion shall be automatically reduced deliver to a value that would cause the number of Default Shares to be issued to equal winning bidder the Maximum Percentagerelated Mortgage Files in the Indenture Trustee's possession (if any), and shall take such other actions as the amount of such reduction shall be added back winning bidder may reasonably request to effect the Unpaid Portion transfer of the Default AmountHome Equity Loans.

Mandatory Redemption. If any Events of Default (a) The Notes shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, be redeemable, at the option Company's option, in whole (and not in part), at any time after January 1, 2005, and prior to maturity of the HolderNotes, such option exercisable through the delivery of written upon not less than thirty (30) nor more than sixty (60) days' prior notice to all holders of the Company by such Holder Notes, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the date fixed for redemption (the "Default NoticeRedemption Date"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay subject to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% right of the greater Note holders of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant record on the date of such Default Notice and relevant Interest Payment Date (2as defined in the Notes) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid prior to the Holder. The Mandatory Redemption Amount shall be payableDate to receive interest due on such Interest Payment Date: Year Redemption Price ---- ---------------- 2005 102% 2006 101% 2007 100% (b) With respect to any redemption of Notes, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within at least thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increasedmore than sixty (60) (each days before a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Redemption Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem mail a pro rata amount from notice of redemption by first-class mail to each Holder based holder whose Notes are to be redeemed. The notice shall identify the notes to be redeemed and shall state the Redemption Date and the redemption price. (c) Once notice of redemption is mailed, Notes called for redemption become due and payable on the number Redemption Date and at the redemption price; provided, however, that the holders of Warrants submitted the Notes shall be permitted to convert the Notes into Common Stock pursuant to Section 2 at any time prior to the Redemption Date. Upon surrender of any Notes to the Company, such Notes shall be paid at the redemption price, plus accrued interest, if any, to the Redemption Date. Unless the Company defaults in making the redemption payment, interest on Notes called for redemption by such Holder relative shall cease to accrue on and after the Redemption Date and the only remaining right of the holders of the Notes shall be to receive payment of the Redemption Price plus accrued interest to the total number Redemption Date upon surrender of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and the Notes to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountCompany.

Mandatory Redemption. (a) If any Events the full amount of Default principal and interest then due on the Notes is not paid by the Payment Date in December 2013, the Indenture Trustee or an agent thereof shall occur and any at the expense of the Master Servicer begin a process for soliciting bids in connection with an auction of the Home Equity Loans. The Indenture Trustee shall provide the Master Servicer written notice of such Event of Default continues for an additional auction at least ten (10) Business Days after the Holder provides written notice prior to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, date bids must be received in such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount auction (the "Mandatory Redemption Amount" Auction Date"). The auction shall be conducted as follows: (b) The Indenture Trustee or an agent thereof shall at the expense of the Master Servicer solicit new bids and, if more than one bid is received, the Indenture Trustee or an agent thereof shall at the expense of the Master Servicer solicit and resolicit new bids from all participating bidders until only one bid remains or the "Default Amount") remaining bidders decline to resubmit bids. The Indenture Trustee or an agent thereof shall at the expense of the Master Servicer accept the highest of such remaining bids if it is equal to 100or in excess of the Mandatory Redemption Price. If the highest of such remaining bids is less than the Mandatory Redemption Price, then the Indenture Trustee shall neither accept such bid nor consummate such sale unless the Holders of 66-2/3% of the greater aggregate principal amount of each Class of Notes Outstanding consent within 10 Business Days from the date that notice of such bid is distributed to such Holders. (c) If the first auction conducted by the Indenture Trustee does not produce any bid at least equal to the Mandatory Redemption Price, then the Indenture Trustee or an agent thereof shall, at the expense of the Master Servicer, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed first auction, commence another auction in accordance with the requirements of this subsection (c). If such second auction does not produce any bid at least equal to the Mandatory Redemption Price and the Holders of 66-2/3% of the aggregate principal amount of each Class of Notes Outstanding do not consent to a sale at such price within 10 Business Days from the date that notice of such bid is distributed to such Holders, then the Indenture Trustee or an agent thereof shall, at the expense of the Master Servicer, beginning on the Payment Date occurring approximately three months after the Mandatory Auction Date for the failed second auction, commence another auction in accordance with the requirements of this subsection (c), and shall, at the expense of the Master Servicer, continue to conduct similar auctions approximately every three months thereafter until the earliest of (i) delivery by the Black-Scholes value Master Servicer of notice of exercise of its repurchase option pursuant to Section 8.01(b) of the remaining unexercised portion Sale and Servicing Agreement, (ii) receipt by the Indenture Trustee of this Warrant on a bid meeting the date conditions specified in the preceding paragraph or the Holders of such Default Notice and (2) the Black66-Scholes value 2/3% of the remaining unexercised portion aggregate principal amount of this Warrant on the Trading Day immediately preceding each Class of Notes Outstanding consent to a sale at such price within 10 Business Days from the date that notice of such bid is distributed to such Holders, or (iii) the Mandatory Redemption Amount Payment Date on which the Principal Balance of all the Home Equity Loans is paid reduced to zero. (d) If the Indenture Trustee receives a bid meeting the conditions specified in this Section 10.2, the Master Servicer and the Issuer shall promptly arrange for the sale of the Home Equity Loans to the Holderwinning bidder, the Indenture Trustee shall execute such agreements and termination statements as may be reasonably required or appropriate to release the lien of this Indenture with respect to the Home Equity Loans and Mortgage Files upon payment to the Indenture Trustee of the bid purchase price and satisfaction of any other terms of the auction sale. The Mandatory Redemption Amount Indenture Trustee shall cooperate with the Master Servicer and the Issuer in the sale of the Home Equity Loans, shall deliver to the winning bidder the related Mortgage Files in the Indenture Trustee's possession (if any), and shall take such other actions as the winning bidder may reasonably request to effect the transfer of the Home Equity Loans. (e) Notice of any termination, specifying the Payment Date (which shall be payable, in cash or cash equivalent, within five (5a date that would otherwise be a Payment Date) business days upon which the Noteholders may surrender their Notes to the Indenture Trustee for payment of the Date of the applicable Default Notice final distribution and cancellation (the "Default Amount Due Redemption Date"). If , shall be given promptly by the Company fails Indenture Trustee (upon receipt of written directions from the Master Servicer, if the Master Servicer is exercising its right to pay repurchase the Mandatory Redemption Amount within thirty (30) days Home Equity Loans, given not later than the first day of the Default Amount Due Date, then (Amonth preceding the month of such final distribution) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser Master Servicer by letter to the Noteholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (i) the Exercise Price then in effectPayment Date upon which final distribution of the Notes will be made upon presentation and surrender of Notes at the office or agency of the Indenture Trustee therein designated, or (ii) the lowest Market Price that has occurred on amount of any Default Adjustment Date since the date such final distribution and (iii) that the Event Record Date otherwise applicable to such Payment Date is not applicable, distributions being made only upon presentation and surrender of Default began. Notwithstanding the occurrence Notes at the office or agency of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrueIndenture Trustee therein specified. On the date that is five Redemption Date specified pursuant to this subsection (5) Business Days after e), the Company's receipt Indenture Trustee shall distribute the proceeds of the Holder's Default Noticesale of the Home Equity Loans in accordance with the priorities listed in Section 5.01 of the Sale and Servicing Agreement. (f) Upon presentation and surrender of the Notes, to the extent of funds available therefor, the Default AmountIndenture Trustee shall cause to be distributed to the Holders of the Notes on the Payment Date for such final distribution, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all in proportion to the Percentage Interests of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long their respective Notes and to the extent that there funds are sufficient authorized shares)available for such purpose, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, an amount equal to the Specified Portion amount required to be distributed to Noteholders pursuant to Section 5.01 of the Default Amount divided by Sale and Servicing Agreement for such Payment Date. (g) In the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require event that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted Noteholders shall not surrender their Notes for redemptionfinal payment and cancellation on or before such final Payment Date, the Company Indenture Trustee shall redeem a pro rata amount from each Holder based on promptly following such date cause all funds in the number of Warrants submitted for redemption by such Holder relative Collection Account not distributed in final payment to Noteholders, to be withdrawn therefrom and credited to the total number remaining Noteholders by depositing such funds in a separate escrow account for the benefit of Warrants submitted such Noteholders, and the Master Servicer (if the Master Servicer has exercised its right to purchase the Home Equity Loans) or the Indenture Trustee (in any other case) shall give a second written notice to the remaining Noteholders to surrender their Notes for redemption by cancellation and receive the final payment with respect thereto. If within nine months after the second notice all Holders. The Holder the Notes shall not have been surrendered for cancellation, the holder of the Ownership Interest will be entitled to receive Default Shares on a given date if all remaining unclaimed funds and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentageother assets which remain subject hereto, and the amount Indenture Trustee upon transfer of such reduction funds shall be added back discharged of any responsibility for such funds and the Noteholders shall look to the Unpaid Portion holder of the Default AmountOwnership Interest for payment.

Mandatory Redemption. If at any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the time a Holder provides delivers written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option requesting redemption (in whole or in part) of the Holder, such option exercisable through the delivery of written notice to the Company Series A Preferred Units held by such Holder (each, a “Mandatory Redemption Request”) either (i) in connection with a Change of Control or (ii) at any time on or after the "Default Notice"four (4) year anniversary of the Original Subscription Date (the “4-Year Anniversary Date”), then the Company shall redeem, to the fullest extent permitted by applicable law (subject to the next sentence), on the Mandatory Redemption Date (defined below), at the Redemption Price per Series A Preferred Unit (payable solely in cash), the outstanding amount number of this Warrant shall be immediately redeemed Series A Preferred Units requested by the Company and Holder to be redeemed in the Mandatory Redemption Request. In connection with the foregoing, the Company shall pay apply all of its assets to any such redemption, and to no other corporate or other purpose, except to the Holder extent prohibited by Delaware law governing distributions to unitholders or as restricted by Section 12 of this Agreement or by Section 12(b) of the Subscription Agreement. In connection with a Change of Control, the Company shall provide written notice (a "Mandatory Redemption"“Change of Control Notice”) an amount to Holders at least fifteen (15) Business Days prior to the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% anticipated date of consummation of the greater Change of Control (such anticipated date, the “Closing Date”) stating, (i) the Black-Scholes value Closing Date, (ii) that Holders may elect to have all, or a portion of, their Series A Preferred Units redeemed upon the consummation of the remaining unexercised portion Change of this Warrant on Control by delivering to the date Company a Mandatory Redemption Request no later than the later of such Default (A) seven (7) Business Days following receipt of the Change of Control Notice or (B) twenty (20) Business Days prior to the Closing Date specified in the written notice, (iii) the Redemption Price, and (2iv) for Holders which hold Series A Preferred Units in certificated form, if any, the Black-Scholes value certificate or certificates representing the Series A Preferred Units to be redeemed which will be surrendered to the Company in the manner and at the place designated by the Company. In the case of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the a Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payableRequest other than in connection with a Change of Control, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days after receipt of the Default Amount Due DateMandatory Redemption Request, then (A) the Exercise Price Company shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal send to the lesser of Holder making such Mandatory Redemption Request a written confirmation notice (the “Confirmation Notice”) stating, (i) the Exercise Price then in effectMandatory Redemption Date applicable to such Mandatory Redemption Request, or (ii) the lowest Market Redemption Price that has occurred on any Default Adjustment Date since and (iii) for Holders which hold Series A Preferred Units in certificated form, if any, the certificate or certificates representing the Series A Preferred Units to be redeemed which will be surrendered to the Company in the manner and at the place designated by the Company. “Mandatory Redemption Date” means (i) in the case of a Change of Control, the date that the Event of Default began. Notwithstanding the occurrence consummation of an Event such Change of Default, Failure Payments Control and any other Required Cash Payments (as defined ii) in the Securities Purchase Agreement) shall continue case of a redemption of Series A Preferred Units to accrue. On occur on or after the date that is five (5) Business Days 4- Year Anniversary Date, no later than 90 days after the Company's ’s receipt of the Holder's Default NoticeMandatory Redemption Request in respect of such Series A Preferred Units but in no event prior to the 4-Year Anniversary Date for such Series A Preferred Units. If on any Mandatory Redemption Date, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled Delaware law governing distributions to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as Members does not permit the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionSeries A Preferred Units to be redeemed, the Company shall ratably redeem a pro rata amount from each Holder based on the maximum number of Warrants submitted for redemption by Series A Preferred Units that it may redeem consistent with such Holder relative law, and shall redeem the remaining Series A Preferred Units as soon as it may lawfully do so under such law; provided, however, that if the applicable Mandatory Redemption Request relates to the total number consummation of Warrants submitted for redemption by all Holders. The Holder a Change of Control, the Company shall not be entitled permit the consummation of such Change of Control to receive Default Shares on a given date if occur unless and to until all Series A Preferred Units requested by the extent that such issuance would cause the Beneficial Ownership Limitation then in effect Holder to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result redeemed in the a violation of Mandatory Redemption Request are redeemed at the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountRedemption Price.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10i) On October 24, 2014 (the “Maturity Date”), or, if not a Business Days after Day, the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then first Business Day thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay redeem (subject to the Holder (a "Mandatory Redemption"legal availability of funds therefor) an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% all, but not less than all, of the greater outstanding shares of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each Series C Preferred Stock at a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a redemption price per share equal to the lesser of Regular Liquidation Preference (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began“Mandatory Redemption Price”). Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to To the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable has insufficient funds to redeem all of the Warrants submitted for redemptionoutstanding shares of Series C Preferred Stock, the Company shall use available funds to redeem a pro rata amount from portion of the Series C Preferred Stock held by each Holder based holder thereof; provided, however, that the failure to redeem all the Series C Preferred Stock on the number Mandatory Redemption Date shall continue to constitute a Triggering Event. (ii) The “Mandatory Redemption Date” shall be the same date as the Maturity Date or, if not a Business Day, the first Business Day thereafter. The Company shall deliver a notice of Warrants submitted for redemption by such Holder relative not less than 10 nor more than 60 days prior to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and Mandatory Redemption Date, addressed to the extent that holders of record of the Series C Preferred Stock as they appear in the records of the Company as of the date of such issuance would cause notice. Each notice must state the Beneficial Ownership Limitation then in effect to be exceeded. If and to following: (A) the extent Mandatory Redemption Date; (B) the Mandatory Redemption Price as of the scheduled Mandatory Redemption Date (it being understood that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation actual Mandatory Redemption Price will be determined as of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced actual Mandatory Redemption Date); (C) the name of the redemption agent to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentagewhom, and the amount of such reduction shall be added back to the Unpaid Portion address of the Default Amountplace to where, the Series C Preferred Stock are to be surrendered for payment of the Mandatory Redemption Price; and (D) that Conditional Dividends, if any, on the shares to be redeemed will cease to accrue on such Mandatory Redemption Date, provided that the Mandatory Redemption Price and the Dividends accrued through the day immediately preceding the Mandatory Redemption Date shall have been paid on the Mandatory Redemption Date.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice Subject to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived maintenance by the HolderCorporation, on a consolidated basis with the Issuer and the Restricted Subsidiaries, at of a balance in cash and Cash Equivalents of $20 million ("$20 Million Minimum Cash Balance") on each of March 31 and September 30 commencing on March 31, 2018, on the option last day of May and November of each year (or if such day is not a Business Day, on the Holder, such option exercisable through the delivery of written notice to the Company by such Holder next Business Day) (the each a "Default NoticeMandatory Redemption Payment Date"), commencing on May 31, 2018, the outstanding Issuer shall deposit with the Paying Agent in accordance with the terms of the Indenture an amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay equal to the Holder sum of (i) 100% of the Corporation's Excess Cash Flow for the immediately preceding six-month period ended March 31 or September 30, as applicable (each a "Mandatory RedemptionRedemption Period") an amount plus (the ii) any Designated Net Proceeds (such sum referred to hereafter as a "Mandatory Redemption Amount" Payment"), to redeem, without premium or penalty, the "Default Amount"maximum principal amount of Notes (plus accrued and unpaid interest, if any, on the Notes and the amount of all fees and expenses incurred in connection therewith) that may be redeemed with the applicable Mandatory Redemption Payment; provided that the reference to 100% in clause (i) will be reduced to 75% if the Consolidated Leverage Ratio on the last day of the applicable Mandatory Redemption Period is no greater than 1.50:1.00. The redemption price shall be equal to 100% of the greater aggregate principal amount of Notes, plus accrued and unpaid interest, if any, to the date of redemption (i) subject to the Black-Scholes value right of Holders on the remaining unexercised portion relevant record date to receive interest due on the relevant Interest Payment Date). The Notes to be redeemed with a Mandatory Redemption Payment in respect of this Warrant any Mandatory Redemption Period shall be deemed to have been redeemed and fully paid, satisfied and discharged on the date of such Default Notice the Issuer has deposited with the Paying Agent the applicable Mandatory Redemption Payment. For greater certainty, if a Mandatory Redemption Payment under this Section 3.7 would, if paid, result in the Corporation's balance in cash and (2) Cash Equivalents, on a consolidated basis with the Black-Scholes value Issuer and the Restricted Subsidiaries, as at March 31 or September 30 in respect of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Period, as applicable, being less than the $20 Million Minimum Cash Balance, on a pro forma basis after giving effect to the Holder. The such Mandatory Redemption Amount Payment, such Mandatory Redemption Payment shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails reduced to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price an amount that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitationbalance in cash and Cash Equivalents as at such March 31 or September 30, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to as applicable, being equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount$20 Million Minimum Cash Balance on a pro forma basis after giving effect to such reduced Mandatory Redemption Payment.

Mandatory Redemption. If any Events of Default the Securities becomes payable or repayable or becomes capable of being declared due and payable or repayable prior to its stated date of maturity for whatever reason or (unless the Trustee otherwise agrees) there is a payment default in respect of any of the Securities, all such Securities which have become so payable or repayable or in respect of which there has been a payment default together with any or all remaining Securities, as specified in the relevant Supplemental Trust Deed (which may or may not form obligations of the same person as those which have become repayable or in respect of which there has been such a payment default), shall occur and any such Event of Default continues for an additional ten be deemed to have become immediately repayable (10the "Repayable Assets"). The Issuer shall then forthwith give notice as soon as reasonably practicable (unless otherwise specified in the relevant Supplemental Trust Deed) Business Days after the Holder provides written notice to the Company Trustee and the Noteholders and upon the giving of such notice shall redeem each Note at its Early Redemption Amount either in whole or, as the case may be, in part on a pro rata basis in a proportion of its Final Redemption Amount equal to the proportion that the nominal amount of the Repayable Assets bears to the nominal amount of all the Securities (including the Repayable Assets). Interest (if any) in respect of any Note so redeemed shall be as set out in the relevant Offering Circular Supplement. Failure to make any payment due in respect of a mandatory redemption under this Condition 7(c) of part of the nominal amount of the Notes or interest thereon shall not constitute an Event of Default has occurred and specifying under Condition 10. In the factual basis therefor then thereafter, unless waived by the Holder, , at the option event of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company Notes becoming mandatorily due for redemption and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of Security becoming enforceable (i) the Black-Scholes value Trustee may take such action as is provided in Condition 4(d) and (ii) payment of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Early Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, made subject to the Beneficial Ownership Limitationoperation of Condition 4(e), equal to and may therefore be less than the Specified Portion principal amount, and any accrued interest or other sums due under, of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountNotes being redeemed.

Mandatory Redemption. If The Bonds are subject to mandatory redemption on any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice Day, at a redemption price equal to the Company that an Event of Default has occurred and specifying principal amount thereof plus accrued interest to the factual basis therefor then thereafterredemption date, unless waived by the Holder, without premium, at the option earliest practicable date from payments made under the Credit Facility upon the occurrence of any of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of following: (i) in whole or in part, upon receipt by the Black-Scholes value Trustee of (1) proceeds of a draw under the Credit Facility, in the amount of Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the remaining unexercised portion Bond Mortgage Loan, such amount to be applied to reimburse the Credit Facility Provider for the draw under the Credit Facility as a result of this Warrant on casualty or condemnation of the date of such Default Notice Project and (2) a written direction by the Black-Scholes value Credit Facility Provider to redeem such Bonds using money obtained as a result of a draw upon the Credit Facility; or (ii) in whole or in part, upon receipt by the Trustee of amounts from the Credit Facility Provider pursuant to the Credit Facility as a result of the remaining unexercised portion occurrence of this Warrant an event of default under any Bond Mortgage Loan Document and receipt by the Trustee of a written direction by the Credit Facility Provider to redeem the Bonds pursuant to the Credit Facility; or (iii) in whole, on the Trading last Business Day immediately preceding which is not less than five days before the date that of expiration of any Credit Facility unless the Mandatory Redemption Amount is paid Trustee receives (A) a renewal or extension of or replacement for such Credit Facility meeting the requirements of Section 5.4 of the Financing Agreement or (B) in the case of a replacement of the Credit Facility in connection with a Reset Adjustment Date or the Fixed Rate Adjustment Date pursuant to the Holder. The Mandatory Redemption Amount shall Section 2.02(c) or (d), an irrevocable commitment of an entity to issue an Alternate Credit Facility to be payablein effect upon and after such Reset Adjustment Date or Fixed Rate Adjustment Date, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within each case not less than thirty (30) days before the expiration of the Default Amount Due Datethen-existing Credit Facility; or (iv) in part, then at the written direction of the Credit Facility Provider (A) on each Reset Adjustment Date, each Variable Rate Adjustment Date and on the Exercise Price shall be permanently decreased (but Fixed Rate Adjustment Date in an amount not increased) (each a "Default Adjustment") greater than the amount in the Principal Reserve Fund on the first Trading Day day of each calendar the month thereafter (each a "Default prior to such Reset Adjustment Date") until , Variable Rate Adjustment Date or the Default Amount is paid in fullFixed Rate Adjustment Date, to a price equal to the lesser of (i) the Exercise Price then in effectas applicable, or (iiB) the lowest Market Price that has occurred on any Default Interest Payment Date during a Variable Period, in an amount not greater than the amount in the Principal Reserve Fund on the first day of the month prior to such Interest Payment Date; or (v) in part, on each Interest Payment Date, during any Reset Period or Fixed Rate Period, with respect to the Bonds that have term maturities occurring during such Reset Period or Fixed Rate Period commencing on the first sinking fund mandatory redemption date established for the Bonds for such Reset Period or Fixed Rate Period as provided in subsection (c) of this Section 3.01; provided that if less than all the Bonds shall have been redeemed pursuant to Section 3.01(a) or 3.01(b), the amount of Bonds to be redeemed in each year from sinking fund installments as provided in this Section 3.01(b)(v) shall be decreased by an amount, in proportion, as nearly as practicable, to the decrease in the payments on the Bond Mortgage Loan in such year as determined by the Trustee (in consultation with the Servicer); or (vi) in whole, on the day following any Reset Period if the Trustee has not received the items required by Sections 2.02(c) or (d), as applicable, to effect a new Reset Period or a Fixed Rate Adjustment or upon cancellation of a rate adjustment on a Reset Adjustment Date since or upon cancellation of a Fixed Rate Adjustment to a Fixed Rate; or (vii) in part, on the Interest Payment date that next following the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt completion of the Holder's Default Noticerehabilitation of the Project, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require amounts remaining in the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") Project Account of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject Bond Mortgage Loan Fund are transferred to the Beneficial Ownership Limitation, equal Redemption Fund pursuant to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"Section 4.02(e). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, If, at any time the option of Escrow Agent receives a certificate, substantially in the Holder, such option exercisable through the delivery of written notice to the Company by such Holder form attached hereto as Annex D (the "Default Notice"“Mandatory Redemption Certificate”), the outstanding amount of this Warrant shall be immediately redeemed by Escrow Agent shall, on the Company and Escrow Release Date specified therein, disburse from the Company shall pay Escrow Account pursuant to the Holder (a "Mandatory Redemption") an amount (instructions set forth therein. Notwithstanding the "Mandatory Redemption Amount" or foregoing, in the "Default Amount") equal to 100% of event that the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that Escrow Agent receives the Mandatory Redemption Amount Certificate at or after 11:00 a.m. (New York City time) and the Escrow Release Date specified therein is paid the date the Escrow Agent receives such Mandatory Redemption Certificate, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the Holder. The Mandatory Redemption Amount instructions set forth therein on the same Business Day, but shall not be payablerequired to disburse from the Escrow Account until the next succeeding Business Day (which shall then become the Escrow Release Date); provided, in cash or cash equivalentthat, within five (5) business days of if on the Date of day the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay Escrow Agent receives the Mandatory Redemption Amount within thirty (30) days of Certificate the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount Escrow Property is paid invested in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectionU.S. Government Securities, and the Holder Escrow Release Date specified therein is the date the Escrow Agent receives such Mandatory Redemption Certificate, the Escrow Agent shall be entitled use commercially reasonable efforts to exercise all other rights and remedies available at law or in equity, and (B) disburse from the Holder shall have the right at any time, so long as the Company remains in default (and so long and Escrow Account pursuant to the extent that there are sufficient authorized shares)instructions set forth therein, to require but if the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company Escrow Agent is unable to redeem all so disburse, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the instructions set forth therein on the next succeeding Business Day (which shall then become the Escrow Release Date). The Escrow Agent shall be fully protected acting in reliance upon such Mandatory Redemption Certificate, and shall have no duty or obligation to determine whether such Mandatory Redemption Certificate complies with the terms of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountPurchase Agreement or otherwise.

Mandatory Redemption. If any Events (a) Commencing with the fiscal year of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterending December 31, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")2007, the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder sum of: (a "Mandatory Redemption"i) an amount equal to the Applicable Amount of the Adjusted Excess Cash Flow for such fiscal year of the Company; and (ii) an amount equal to the "Mandatory Redemption Applicable Amount of the Adjusted Positive EBITDA Variance for such fiscal year of the Company; (such amount, the “Cash Sweep Amount" or ”) shall be applied to redeem the "Default Amount") Notes on a pro rata basis at a redemption price equal to 100% of the greater of (i) principal amount thereof, plus any accrued and unpaid interest to the Black-Scholes value Redemption Date, on a Redemption Date that shall be no later than April 15 of the remaining unexercised portion of this Warrant on the date of year immediately following such Default Notice and fiscal year (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the such redemption, a “Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"Redemption”). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Defaultforegoing, Failure Payments and prior to any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionMandatory Redemption, the Company shall redeem a pro rata amount from each Holder based on first use the number of Warrants submitted for redemption by such Holder relative Cash Sweep Amount, if any, to the total number extent the Company is required by the terms of Warrants submitted for redemption by all Holders. The Holder the Exit Facility, the Senior Loan Facility, the Additional Liquidity Facility or the Intercreditor Agreement, to prepay, repay, redeem or purchase Exit Facility Indebtedness, Senior Loan Facility Indebtedness or Additional Liquidity Facility Indebtedness (as applicable) of the Company or Exit Facility Indebtedness, Senior Loan Facility Indebtedness or Additional Liquidity Facility Indebtedness (as applicable) of a Wholly-Owned Subsidiary (in each case, other than any such Indebtedness owed to the Company or an Affiliate of the Company). (b) A Mandatory Redemption shall not be entitled to receive Default Shares on a given date required if and to such Redemption would be prohibited by the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation terms of the Beneficial Ownership LimitationExit Facility, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal Senior Loan Facility or the Maximum PercentageAdditional Liquidity Facility, and or the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountIntercreditor Agreement.

Mandatory Redemption. If (i) Subject to the Required Conditions contained in Paragraph D of Article VI above, at any Events point following the Issuance Date, the Company may redeem each share of Default Series A Preferred Stock issued and outstanding at such date (a “Mandatory Redemption”) at the Mandatory Redemption Price (as defined in Paragraph E below) per share so redeemed. In order to effect a Mandatory Redemption, the Corporation shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides deliver written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option holders of the HolderSeries A Preferred Stock no more than forty-five (45) days prior to and no less than twenty (20) days prior to the Mandatory Redemption Date stated in such notice. In the event the Corporation elects to redeem only a portion of the outstanding shares of Series A Preferred Stock pursuant to this Article VII.D, such option exercisable through the outstanding shares of Series A Preferred Stock shall be redeemed pro rata among the holders of the Series A Preferred Stock based upon their aggregate relative ownership of outstanding shares of Series A Preferred Stock as of the Conversion Date. (ii) Notwithstanding the delivery of written notice of a Mandatory Redemption, a holder of Series A Preferred Stock may convert such shares of Series A Preferred Stock subject to such notice by the delivery prior to the date set forth in such notice on which the Corporation intends to redeem such shares of a Notice of Conversion to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay or its transfer agent pursuant to the Holder procedures set forth in Article IV.B. (iii) The Corporation may not deliver to a "Mandatory Redemption") an amount (the "holder of Series A Preferred Stock a written notice of a Mandatory Redemption Amount" unless on or the "Default Amount") equal prior to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of delivery of such Default Notice notice, the Corporation shall have segregated on the books and (2) the Black-Scholes value records of the remaining unexercised portion Corporation an amount of cash sufficient to pay all amounts to which the holders of Series A Preferred Stock are entitled upon such redemption pursuant to this Warrant on the Trading Day immediately preceding the date that the Article D. Any notice of a Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount delivered shall be payable, in cash or cash equivalent, within five (5) business days irrevocable and shall be accompanied by a statement executed by a duly authorized officer of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountCorporation.

Mandatory Redemption. If any Events (a) On the Mandatory Redemption Date, the Corporation shall redeem all outstanding shares of Default Series A Convertible Preferred Stock. The Corporation shall occur and any such Event of Default continues for an additional ten (10) give a Mandatory Redemption Notice to the Holders not less than 30 or more than 35 Business Days after the Holder provides written notice prior to the Company that an Event of Default has occurred and specifying Mandatory Redemption Date. Any failure or defect in the factual basis therefor then thereafter, unless waived by the Holder, , at the option giving of the Holder, Mandatory Redemption Notice shall not affect the Corporation’s obligation to redeem the shares of Series A Convertible Preferred Stock pursuant to this Section 7. (b) On the Mandatory Redemption Date (or such option exercisable through the delivery of written notice later date as a particular Holder shall surrender to the Company Corporation the certificate(s) for the shares of Series A Convertible Preferred Stock redeemed), the Corporation shall pay to or upon the order of each Holder by wire transfer of immediately available funds to such account as shall be specified for such purpose by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Price of all of such Holder’s shares of Series A Convertible Preferred Stock to be redeemed that are outstanding on the Mandatory Redemption Date. A Holder of such shares of Series A Convertible Preferred Stock shall not be entitled to payment of the Mandatory Redemption Price of such shares of Series A Convertible Preferred Stock until such Holder shall have surrendered the certificate(s) for such shares of Series A Convertible Preferred Stock to the Holder. Corporation or, in the case of the loss, theft or destruction of any such certificate, given indemnity in accordance with Section 15(b). (c) The Corporation shall not be entitled to give the Mandatory Redemption Amount Notice with respect to, or to redeem, any shares of Series A Convertible Preferred Stock with respect to which a Conversion Notice has been given on a Conversion Date which is on or prior to the date on which the Mandatory Redemption Notice is given. If a Mandatory Redemption Notice has been given, thereafter the proceedings for such redemption shall be payable, in cash or cash equivalent, within five (5) business days not affect the rights of the Date Holders to convert in accordance with Section 10 any shares of Series A Convertible Preferred Stock called for redemption at any time prior to the Mandatory Redemption Date. If on the applicable Default Notice (Mandatory Redemption Date the "Default Amount Due Date"). If the Company Corporation fails to pay the Mandatory Redemption Amount within thirty (30) days Price of any outstanding shares of Series A Convertible Preferred Stock to be redeemed in full to such Holder or to deposit the Default Amount Due Datesame with an Eligible Bank in accordance with Section 15(c), then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the such Holder shall be entitled to exercise convert in accordance with Section 10 the shares of Series A Convertible Preferred Stock of such Holder so called for redemption at any time after the Mandatory Redemption Date and prior to the date on which the Corporation pays the Mandatory Redemption Price in full to such Holder for all other rights shares of Series A Convertible Preferred Stock to be redeemed from such Holder (together with any amount due to such Holder pursuant to Section 15(d)) or so deposits the same (together with any amount due to such Holder pursuant to Section 15(d)) and remedies available at law or gives notice to such Holder of such deposit and in equitythe case of any such conversion of any share of Series A Convertible Preferred Stock, and (B) upon delivery to the converting Holder of the shares of Common Stock issuable upon such conversion the Corporation shall have no further liability in respect of the right at any time, so long as Mandatory Redemption Price of such share of Series A Convertible Preferred Stock other than payment of the Company remains amount payable pursuant to Section 15(d) in default (and so long and respect of the period from the Mandatory Redemption Date to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date Conversion Date for such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountconversion.

Mandatory Redemption. If Promptly, and in any Events of Default shall occur and any such Event of Default continues for an additional ten (10) event within four Business Days after the Holder provides written notice to the Company that an Event receipt (whether directly or indirectly) of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")any Tier I Net Proceeds or Charged Property Disposition Proceeds, the outstanding amount of this Warrant Ambac Note Issuer shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption"i) apply an amount (the "“Mandatory Redemption Amount" or the "Default Amount"”) equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (ia) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction Tier I Net Proceeds or Charged Property Disposition Proceeds, as the case may be, and (b) all outstanding principal, premium, if any, and accrued and unpaid interest on this Note to redeem this Note, in whole or in part, as applicable and (ii) fund such Mandatory Redemption Amount directly into the Sitka Ambac Note Proceeds Collateral Account; provided, that any non-cash Tier I Net Proceeds shall be added back deemed to be received upon the determination of the Fair Market Value of such non-cash Tier I Net Proceeds by the Appraiser. Such redemption shall be applied, on the Secured Notes Redemption Date arising as a result of such redemption of this Note, to the Unpaid Portion maximum amount of principal on this Note that can be repaid with such Mandatory Redemption Amount, along with, and taking into account, any applicable premium, if any, and accrued but unpaid interest on such principal to but excluding the applicable Secured Notes Redemption Date at the time of such payment. The redemption price for any mandatory redemption pursuant to this Section 3 shall be equal to: (a) prior to July 6, 2022, 100% of the Default Amountprincipal amount to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including the date of redemption; (b) on and after July 6, 2022 and prior to July 6, 2023, 103% of the principal amount to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption; and (c) on and after July 6, 2023, 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption.

Mandatory Redemption. If any Events Upon the Companies' receipt of Default Redemption Event Proceeds, the Companies shall occur and any apply the entire amount of such Redemption Event of Default continues for an additional ten Proceeds to redeem Notes (10) Business Days after or to deposit into a cash collateral account with the Holder provides written notice to Trustee in accordance with the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterIndenture), unless waived by the Holder, in whole or in part, at the option redemption prices (expressed as percentages of the Holder, such option exercisable through the delivery of written notice principal amount) set forth above plus accrued and unpaid interest thereon to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default beganredemption date. Notwithstanding the occurrence of an above, if the Redemption Event of DefaultProceeds relate to a transaction involving Three SAC Self-Storage Corporation, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Noticea Nevada corporation, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder redemption price shall be entitled to exercise all other rights 101.0% of principal, plus accrued and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and unpaid interest to the extent that there are sufficient authorized shares)applicable redemption date, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and except to the extent that such issuance would cause redemption Date is on or after ____________, 2010, in which case the Beneficial Ownership Limitation then in effect redemption price shall be 100.0% of principal, plus accrued and unpaid interest to the applicable redemption date. Any such mandatory redemption shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Repurchase at Option of Holder. Upon the occurrence of a Change of Control, the Companies shall be required to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Companies shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be exceededredeemed at its registered address. If Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Companies may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Companies need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Companies need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the succeeding Interest Payment Date. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the assumption of a Company's obligations to the extent that Holders of the issuance of Default Shares with respect to a given Specified Portion would result Notes in the case of a violation merger, consolidation or acquisition by a successor to such Company pursuant to Article V of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced Indenture; to a value make any change that would cause the number of Default Shares provide any additional rights or benefits to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion Holders of the Default AmountNotes or that does not materially adversely affect the legal rights thereunder of any Holder of the Notes; or to comply with requirements of the SEC in order to effect or maintain the qualification of this Agreement under the Trust Indenture Act.

Mandatory Redemption. If In the event that the Company is required to redeem the Notes, in whole or in part, with any Events of Default Loss Proceeds, any Title Event Proceeds, any Asset Sale Proceeds, any Project Contract Termination Proceeds, any Tax Equity Option Payment, the Whitetail Wind Project Prepayment Amount, any accumulated amounts in the Distribution Suspense Account or otherwise (collectively “Mandatory Redemption Amounts”) pursuant to Sections 4.37, 4.38, 4.39, 4.40, 4.41 or 4.42 hereof (a “Mandatory Redemption”), it will follow the procedures specified below in this Section, in such Sections (as the case may be) and in the Depositary Agreement. The Company shall occur and make any such Event prepayment on the Notes (i) at one hundred percent (100%) of Default continues for an additional ten the principal amount so prepaid and without payment of the Make-Whole Amount or any premium, and (10ii) Business Days after where specified in the Holder provides Depositary Agreement, on a pro rata basis with the Credit Facilities Obligations and/or Replacement Credit Facilities Obligations, in accordance with Sections 4.37, 4.38, 4.39, 4.40, 4.41 or 4.42 (as the case may be). Promptly upon the transfer of any Mandatory Redemption Amounts to the Note Redemption Account, the Company shall, with written notice to the Company that an Event Trustee, set a Redemption Date, which Redemption Date shall be within sixty (60) days following the transfer of Default has occurred and specifying monies to the factual basis therefor then thereafter, unless waived by the Holder, , at the option Note Redemption Account in respect of the Holder, such option exercisable through the delivery of written notice event giving rise to the Company by such Holder (Notes being subject to redemption. If the "Default Notice")Redemption Date is on or after an interest record date and on or before the related interest payment date, the outstanding amount of this Warrant shall any accrued and unpaid interest, if any, will be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are purchased pursuant to such Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date")Redemption. If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined amount remains in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days Note Redemption Account after the Company's receipt consummation of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemptionMandatory Redemption, the Company shall redeem direct the Depositary to transfer such amount to the Revenue Account pursuant to the terms of the Depositary Agreement. Upon the commencement of a pro rata Mandatory Redemption, the Company will send by first class mail, a notice of redemption to each Holder, with a copy to the Trustee, pursuant to Section 3.03. On the Redemption Date, the Depositary Agent shall transfer from the Note Redemption Account to the Trustee an amount from equal to the purchase price of the Notes to be redeemed pursuant to such Mandatory Redemption. The Trustee, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Redemption Date) mail or deliver to each Holder based on the number of Warrants submitted for redemption by such Holder relative an amount equal to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation price of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced Notes being redeemed pursuant to a value that would cause such Mandatory Redemption in accordance with the number of Default Shares to be issued to equal the Maximum PercentageCompany’s written instructions, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unredeemed portion of such reduction the Note surrendered. Other than as specifically provided in this Section 3.09, any redemption pursuant to this Section 3.09 shall be added back made pursuant to the Unpaid Portion provisions of the Default AmountSections 3.01 through 3.06 hereof.

Mandatory Redemption. If In the event that the Issuer is required to redeem the Notes, in whole or in part, with any Events Loss Proceeds, Title Event Proceeds, Performance LD Proceeds, Project Contract Termination Proceeds, Accumulated Distribution Amounts or a Capacity Reduction Payment or otherwise (collectively “Mandatory Redemption Amounts”) pursuant to Sections 3.10, 3.11, 4.40, 4.41, 4.42, 4.43 or 4.44 hereof (a “Mandatory Redemption”), it will follow the procedures specified below. Promptly upon the transfer of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after Mandatory Redemption Amounts to the Holder provides Note Redemption Account, the Issuer shall, with written notice to the Company that an Event Trustee, set a Redemption Date, which Redemption Date shall be within sixty (60) days following the transfer of Default has occurred and specifying monies to the factual basis therefor then thereafter, unless waived by the Holder, , at the option Note Redemption Account in respect of the Holder, such option exercisable through the delivery of written notice event giving rise to the Company by such Holder (Notes being subject to redemption. If the "Default Notice")Redemption Date is on or after an interest record date and on or before the related interest payment date, the outstanding amount of this Warrant shall any accrued and unpaid interest, if any, will be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the HolderPerson in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are purchased pursuant to such Mandatory Redemption. The If any amount remains in the Note Redemption Account after consummation of such Mandatory Redemption Amount Redemption, the Issuer may use those amounts for any purpose not otherwise prohibited by this Indenture and the Issuer shall be payable, in cash direct the Depositary to transfer such amount to the Construction Account (prior to the Project Account Funding Date) or cash equivalent, within five the Revenue Account (5on or after the Project Account Funding Date) business days pursuant to the terms of the Date Depositary Agreement. Upon the commencement of a Mandatory Redemption, the applicable Default Notice (Issuer will send by first class mail, a notice of redemption to each Holder, with a copy to the "Default Amount Due Date")Trustee, pursuant to Section 3.03. If On the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price Depositary Agent shall be permanently decreased (but not increased) (each a "Default Adjustment") on transfer from the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until Note Redemption Account to the Default Amount is paid in full, to a price Trustee an amount equal to the lesser purchase price of the Notes to be redeemed pursuant to such Mandatory Redemption. The Trustee, the Depositary or the Paying Agent, as the case may be, will promptly (i) the Exercise Price then but in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is case not later than five (5) Business Days days after the Company's receipt Redemption Date) mail or deliver to each Holder an amount equal to the redemption price of the Holder's Default Notice, Notes being redeemed pursuant to such Mandatory Redemption in accordance with the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectionIssuer’s written instructions, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equityIssuer will promptly issue a new Note, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the CompanyTrustee, upon written notice request from the Issuer, will authenticate and mail or deliver ("Default Exercise Notice"or cause to be transferred by book entry) (which may be given one or more times, from time such new Note to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise")such Holder, in lieu of all or a principal amount equal to any specified unredeemed portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default AmountNote surrendered. NY\5800144.17 Other than as specifically provided in this Section 3.09, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject any redemption pursuant to this Section 3.09 shall be made pursuant to the Beneficial Ownership Limitation, equal to the Specified Portion provisions of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSections 3.01 through 3.06 hereof.

Mandatory Redemption. If any Events of Default (a) The Initial Securities shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterbe redeemed, unless waived by the Holder, in whole or in part, at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser Redemption Price and, in the case of redemption pursuant to clause (iv) below, at a price equal to the Redemption Price plus the Redemption Premium, as follows: (i) if an Event of Loss occurs with respect to the Exercise Price then Big Spring Project or the Trinidad Project and the Big Spring Guarantor (or the Collateral Agent on its behalf) or the Trinidad Obligor receives Loss Proceeds in effectconnection with such Event of Loss in excess of $2,000,000 and the Project is not or cannot be repaired, rebuilt or restored in accordance with an Approved Restoration Plan, such Loss Proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2; (ii) if an Event of Loss occurs with respect to the Big Spring Project or the Trinidad Project and such Project is repaired, rebuilt or restored in accordance with an Approved Restoration Plan and the Big Spring Guarantor or the Trinidad Obligor, as applicable (or the Collateral Agent on its behalf) receives Loss Proceeds in excess of $2,000,000 in excess of the cost of such repair, rebuilding or restoration in connection with such Event of Loss, such excess Loss Proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2; (iii) if the BNY Guarantor, the Warbasse Guarantor, the Trinidad Project Borrower or the Trinidad Guarantor receives as Equity Cash Flows or Note Cash Flows, as applicable, Loss Proceeds in excess of $2,000,000, in which case such Loss Proceeds received by such Project Obligor shall be made available for such redemption; (iv) if a Power Contract Buy-Out occurs with respect to any Project and the relevant Project Obligor (or the Collateral Agent on its behalf) receives Power Contract Buy-Out Proceeds (which in the case of the BNY Guarantor, the Warbasse Guarantor, the Trinidad Project Borrower or the Trinidad Guarantor is received as Equity Cash Flows or Note Cash Flows, as applicable) in excess of $2,000,000, such Power Contract Buy-Out Proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2; unless (x) each Rating Agency confirms that such Power Contract Buy-Out will not result in a Ratings Downgrade and (y) the Independent Engineer confirms that, after giving effect to such Power Contract Buy-Out the average and minimum Projected Debt Service Coverage Ratio for both (1) the next four consecutive fiscal quarters, commencing with the fiscal quarter in which such Power Contract Buy-Out occurs, taken as one annual period, and (2) each fiscal year through the Final Maturity Date, will not be less than 1.55 to 1.0 and 1.5 to 1.0, respectively, in which case such Power Contract Buy-Out Proceeds shall not be made available for such redemption but instead shall be transferred to the applicable Revenue Account and disbursed in accordance with Article 3 of the applicable Depositary Agreement; (v) if either the Big Spring Guarantor or the Trinidad Obligor (or the Collateral Agent on its behalf) receives liquidated damages pursuant to the Vestas Agreement, the Trinidad EES Contract or the Trinidad Turnkey Construction Contract, as applicable, in excess of $1,000,000, such liquidated damages shall be used to redeem the Initial Securities in accordance with this Section 3.2; unless (x) each Rating Agency provides written affirmation of the Ratings or (y) such proceeds are used by the Big Spring Guarantor or the Trinidad Obligor to (i) pay construction costs of the Big Spring Project or the Trinidad Project, respectively, in accordance with the applicable construction schedule and construction budget, (ii) make interest payments due prior to Substantial Completion of the Big Spring Project or the Trinidad Project, respectively, (iii) make payments to T&TEC in accordance with the Trinidad PPA, or (iiiv) compensate the lowest Market Price that has occurred on Big Spring Guarantor for lost Tax credits in which case such liquidated damages shall not be made available for such redemption but instead shall be transferred to the applicable Revenue Account and disbursed in accordance with Article 3 of the applicable Depositary Agreement; (vi) if the Warbasse Guarantor receives proceeds of Indebtedness incurred by the Warbasse Project Company, or the Trinidad Project Borrower or the Trinidad Guarantor receives proceeds of Indebtedness incurred by the Trinidad Project Company other than proceeds of Permitted Project Indebtedness, such proceeds shall be made available for such redemption; (vii) if the BNY Guarantor receives any Default Adjustment Date since Equity Cash Flows upon the date that dissolution of the Event BNY Project Company or upon any change in the relative ownership percentage of Default began. Notwithstanding the occurrence partners thereof, such proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2; or (viii) if any Project Loan is accelerated and proceeds are received by Funding Company from such acceleration and from foreclosure of an the Project Collateral securing the Project Loan, such proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2; or (ix) if proceeds are received by Funding Company from the foreclosure of Project Collateral following a Guarantee Event of Default, Failure Payments and any other Required Cash Payments such proceeds shall be used to redeem the Initial Securities in accordance with this Section 3.2. (b) If Funding Company is required to redeem the Initial Securities in accordance with this Section 3.2, it shall deliver to the Bond Trustee, immediately upon the occurrence of the event resulting in such obligation to redeem, an Officer's Certificate specifying the principal amount of Securities to be redeemed. Upon receipt of such Officer's Certificate, the Bond Trustee shall determine, as defined specified in such Officer's Certificate, the Securities Purchase AgreementRedemption Date for such redemption, which Redemption Date shall be within ninety (90) shall continue to accrue. On days of the date that is five (5) Business Days after occurrence of the event resulting in Funding Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable obligation to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then Initial Securities in effect to be exceeded. If and to the extent that the issuance of Default Shares accordance with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountthis Section 3.2.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) Beginning on the Black-Scholes value nine month anniversary of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days of the Original Issue Date of the applicable Default Notice (Series D Preferred Stock and on the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days first Trading Day of the Default Amount Due Datecalendar quarter commencing November 1, then 2006 (Amonth 12) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") and on the first Trading Day of each of the next 8 calendar month quarters thereafter (months 15, 18, 21, 24, 27, 30 and 33 following the Original Issue Date) (each a "Default Adjustment “Mandatory Redemption Date") until ”), the Default Amount is paid in full, Corporation shall redeem a number of shares of Series D Preferred Stock equal to 8.333% of the shares of Series D Preferred Stock originally issued at a price equal to 100% of the lesser Stated Value of such shares of Series D Preferred Stock, plus all accrued but unpaid dividends thereon to the date of payment (i) for each redemption on a Mandatory Redemption Date, the Exercise Price then in effect, or “Mandatory Redemption Price”). (ii) At any time following the lowest Market Price that has occurred on any Default Adjustment 36th month following the Original Issue Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default NoticeSeries D Preferred Stock (each a “Mandatory Redemption II Date”, the Default Amount, and together with all other amounts payable hereunderthe Mandatory Redemption Date, shall immediately become due and payableeach a “Mandatory Redemption Date”), all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the CompanyCorporation to redeem all or any portion of the outstanding principal amount of the Series D Preferred Stock at a price equal to 100% of the Stated Value of such shares of Series D Preferred Stock, upon plus all accrued but unpaid dividends thereon to the date of payment (for each redemption on a Mandatory Redemption II Date, the “Mandatory Redemption II Price” and together with the Mandatory Redemption Price, each a “Mandatory Redemption Price”) on each such Mandatory Redemption Date; provided, however, that on the 60th month anniversary of the Original Issue Date, any remaining outstanding principal amount of the Series D Preferred Stock shall be redeemed at the Mandatory Redemption II Price. The Holder must deliver a notice of the redemption at least twenty (20) Trading Days prior to the Mandatory Redemption II Date, which notice shall state the numbers of shares of Series D Preferred Stock to be redeemed at the Mandatory Redemption II Date. (iii) Subject to the conditions and limitations set forth below, the Corporation may pay a Mandatory Redemption Price (i) in cash or (ii) in Common Stock. The Corporation must deliver written notice ("Default Exercise the “Mandatory Redemption Notice"”) to the Holders indicating the manner in which it intends to pay a Mandatory Redemption Price at least seven (which 7) Trading Days prior to the applicable Mandatory Redemption Date. Failure to timely provide such written notice shall be deemed an election by the Corporation to pay such Mandatory Redemption Price in cash. (iv) Notwithstanding the foregoing, the Corporation may be given one not pay a Mandatory Redemption Price by issuing Common Stock unless, at such time, the Equity Conditions are satisfied (or more times, from time waived in writing by the applicable Holder) with respect to time anytime after such Common Stock shares and all of the Default Amount Due Date), to immediately issue (a "Default Exercise"), Underlying Shares then issuable upon conversion in lieu full of all or any specified portion the outstanding Series D Preferred Stock. (v) In the "Specified Portion") of event that the unpaid portion (the "Unpaid Portion") of the Default Amount, Corporation elects to pay a number (the "Default Share Amount") of Mandatory Redemption Price in shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption shares of Common Stock to be issued to each Holder on the applicable Mandatory Redemption Date shall be (i) determined by dividing the total Mandatory Redemption Price then payable to such Holder relative by the Redemption Market Price (as defined below) as of the applicable Mandatory Redemption Date, and rounding up to the total number of Warrants submitted for redemption by all Holdersnearest whole share, and (ii) paid to such Holder in accordance with Section 9(c)(v) below. The Holder term “Redemption Market Price” shall mean 92.5% of the arithmetic average of the Volume Weighted Average Prices of Common Stock for the twenty (20) consecutive Trading Days immediately prior to the applicable Mandatory Redemption Date (not including such date). Notwithstanding any other provision of this Certificate of Designation, the Corporation shall not be entitled to receive Default Shares on pay a given date Mandatory Redemption Price in shares of Common Stock unless the Company has obtained shareholder approval, if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that required, for the issuance of Default Shares in accordance with respect to a given Specified Portion would result in the a violation applicable rules and regulations of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountEligible Market.