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 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. 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. 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 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 "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 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 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 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 (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 (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 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 Board of Directors may, at its option, at any Events time after any Person becomes an Acquiring Person, issue Common Shares of Default the Company in mandatory redemption or, and in exchange for, all or part of the then outstanding and exercisable Rights (which shall occur not include Rights that have become null and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice void pursuant to the Company that provisions of Section 12(a)(ii) hereof) at an Event exchange ratio of Default has occurred and specifying the factual basis therefor one Common Share for each two Common Shares for which each Right is then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice pursuant to the Company by such Holder (the "Default Notice"), the outstanding amount provisions of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption"Section 12(a)(ii) 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 beganhereof. Notwithstanding the occurrence foregoing, the Board of an Event of Default, Failure Payments Directors shall not be empowered to effect such redemption and exchange at any time after any Person (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 than the Company's receipt , any Subsidiary of the Holder's Default NoticeCompany, any employee benefit plan of the Default AmountCompany or of any such Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Shares then outstanding other amounts payable hereunder, shall immediately become due than pursuant to a Qualifying Offer. (b) Immediately upon the action of the Board of Directors ordering the mandatory redemption and payable, all exchange of any Rights pursuant to subsection (a) of this Section 25 and without demand, presentment or any further action and without any notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, the right to exercise such Rights shall terminate and the Holder only right thereafter of a holder of such Rights shall be entitled to exercise all other rights receive such number of Common Shares as is provided in paragraph (a) of this Section 25. The Company shall promptly give public notice of any such redemption and remedies available at law exchange; provided, however, that the failure to give, or in equityany defect in, such notice shall not affect the validity of such redemption and (B) exchange. The Company promptly shall mail a notice of any such redemption and exchange to the Holder shall have the right at any time, so long as the Company remains in default (and so long Rights Agent and to all the extent that there are sufficient authorized shares)holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, to require whether or not the Company, upon written holder receives the notice. Each such notice ("Default Exercise Notice") (of mandatory redemption and exchange shall state the method by which may the redemption and exchange of the Common Shares for Rights will be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise")effected and, in lieu the event 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 THATpartial redemption and exchange, the Holder may require that such payment number of shares Rights which will be made in one or more installments at such time redeemed and in such amounts as Holder choosesexchanged. 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 Any partial redemption and exchange shall redeem a be effected pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative Rights (other than Rights which have become null and void pursuant to the total number provisions of Warrants submitted for redemption Section 12(a)(ii) hereof) held 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 each holder 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 AmountRights.

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 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 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 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 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 (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 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 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 (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 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 (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 (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 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 (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 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 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 (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 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 (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 (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 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 any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after In the Holder provides written notice to the Company event 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 Escrow Agent has not received a Release Request 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 Escrow 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 Company shall notify the Escrow Agent in writing that has occurred on any Default Adjustment Date since (x) the date Company has, in their judgment, determined that the Event of Default began. Notwithstanding ▇▇▇▇▇ Acquisition will not be consummated on or prior to the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments Escrow Outside Date or (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 (By) the Holder shall have the right at any time, so long as the Company remains in default (and so long and ▇▇▇▇▇ Acquisition Agreement was validly terminated prior to the extent that there are sufficient authorized sharesEscrow Outside Date (each such event being a “Mandatory Redemption Event”), 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 all of the Notes (the “Special Mandatory Redemption”) at a pro rata amount price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest from each Holder based the Issue Date, or from the most recent date to which interest has been paid or provided for, to but not including the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). For the avoidance of doubt, the Special Mandatory Redemption of the Notes shall be without premium or penalty and net of any original issue discount and/or upfront fees in respect of the Notes that were payable on the number Issue Date. (b) Notice of Warrants submitted for redemption the occurrence of a Mandatory Redemption Event will be given by such Holder relative the Company (a “Special Redemption Notice”) within three Business Days following the occurrence of a Mandatory Redemption Event, to the total number Trustee, the Escrow Agent and DTC. No less than three Business Days after the Company sends such notice of Warrants submitted for redemption by all Holdersa Mandatory Redemption Event (or otherwise in accordance with the procedures of DTC), the Company will perform the Special Mandatory Redemption (the date of such redemption, the “Special Mandatory Redemption Date”). (c) The Escrow Account will not include cash to fund any accrued and unpaid interest on the Notes which is included in the Special Mandatory Redemption Price. The Holder shall not be entitled to receive Default Shares on a given date if and to In the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent event that the issuance of Default Shares with respect to a given Specified Portion would result in Special Mandatory Redemption Price payable upon such Special Mandatory Redemption for the a violation Notes exceeds the amount of the Beneficial Ownership LimitationEscrowed Property, then that particular Specified Portion shall the Company will be automatically reduced required to a value that would cause fund the number of Default Shares to be issued to equal difference between the Maximum Percentage, Special Mandatory Redemption Price and the amount of such reduction shall be added back to the Unpaid Portion Escrowed Property in accordance with the terms of the Default AmountEscrow Agreement. (d) Upon the occurrence of the Escrow Release, the provision in this Section 303 regarding the Special Mandatory Redemption will cease to apply.

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 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 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 (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 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 (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 Notwithstanding anything contained in this Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Facility Fee Conversion Shares equal to at least the Share Value by a date that is twelve months from the Effective Date (the “Mandatory Redemption Date”), then at any Events of Default time thereafter, the Lender shall occur have the right, subject to compliance with applicable state corporation laws (provided, however, if state corporate laws prohibit, impair or delay the mandatory redemption herein required, then such failure or delay to redeem all Facility Fee Shares and any such Facility Fee Conversion Shares as required hereby shall be deemed an Event of Default continues for an additional ten (10) Business Days after under this Agreement and the Holder provides the other Loan Documents), upon written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterIssuing Borrower, 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 require that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, Issuing Borrower redeem all Facility Fee Shares and Facility Fee Conversion Shares then in Lender’s possession for 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 Share Value, less any cash proceeds received by the Lender from any previous sales of (i) Facility Fee Shares and Facility Fee Conversion Shares, if any. In the Exercise Price then in effect, or (ii) event such redemption notice is given by 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 NoticeLender, the Default Amount, together with all other amounts payable hereunder, Issuing Borrower shall immediately become due redeem the then remaining Facility Fee Shares and payable, all without demand, presentment or notice, all Facility Fee Conversion Shares in Lender’s possession for an amount 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, Dollars equal to the Specified Portion of the Default Amount divided Share Value, less any cash proceeds received by the Exercise Price in effect on the date such shares are issued Lender from any previous sales of Facility Fee Shares and Facility Fee Conversion Shares, if any, payable by wire transfer 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 an account designated by Lender within five (5) Business Days of from the date that the Holder Lender delivers a Default Exercise Notice such 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 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 AmountIssuing Borrower.

Mandatory Redemption. If on the SMR Measurement Date any Events debt of Default shall occur and any such Event the Restricted Subsidiaries intended to be refinanced with the proceeds of Default continues for an additional ten (10) Business Days after the Holder provides written notice to Notes remains outstanding, the Company that an Event will be required to redeem Notes (a “Special Mandatory Redemption”), at a redemption price of Default has occurred 101% of their principal amount plus accrued and specifying unpaid interest to (but not including) the factual redemption date (the “Special Mandatory Redemption Price”) in the circumstances and on the basis therefor then thereafter, unless waived set forth below: (1) if the total aggregate principal amount of Rupee Debt Incurred by the Holder, , at Restricted Subsidiaries and subscribed for or loaned by the option Company is less than or equal to 80% of the Holder, such option exercisable through aggregate principal amount of the delivery of written notice to the Company by such Holder Notes originally issued (the "Default Notice"“Total Mandatory Redemption Threshold”), the outstanding amount of this Warrant shall Company 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 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 Notes then outstanding at the Special Mandatory Redemption Price; and (2) if the total aggregate principal amount of Rupee Debt Incurred by the Restricted Subsidiaries and subscribed for redemptionor loaned by the Company is more than the Total Mandatory Redemption Threshold but less than the aggregate total principal amount of the Notes originally issued, the Company will be required to use the amounts remaining in the Escrow Account to redeem Notes on a pro rata basis at the Special Mandatory Redemption Price. If any Notes are to be redeemed as set forth above, the Company will issue, or cause to be issued, to the Notes Collateral Agent (with a copy to the Trustee) a notice of Special Mandatory Redemption not later than two Business Days after the SMR Measurement Date and the redemption date shall be no earlier than 30 calendar days and no later than 40 calendar days following the date of such notice. In addition, no later than two Business Days after the SMR Measurement Date, the Company shall redeem also deliver to the Notes Collateral Agent, with a pro rata copy to the Trustee, an officer’s certificate setting forth (i) the calculation of the amount of Escrow Funds, including interest and proceeds from each Holder based the sale of Temporary Cash Equivalents, on deposit in the Escrow Account and (ii) the calculation of the Special Mandatory Redemption Price payable on the number date of Warrants submitted for the Special Mandatory Redemption (the “Certificate of Redemption Calculations”). If, in connection with a redemption by of all the Notes, such Holder relative Certificate of Redemption Calculations reveals that the amount of cash that is available in the Escrow Account is insufficient to pay the Special Mandatory Redemption Price, then the Company shall, within one Business Day after delivery of such certificate to the total number Notes Collateral Agent, deposit directly into the Escrow Account Bank an amount of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and cash that, without reinvestment, is equal to the extent that amount of such issuance would cause shortfall (the Beneficial Ownership Limitation then in effect to be exceeded“Shortfall Amounts”). If and to To the extent that the issuance proceeds realized by the Company from liquidating the Temporary Cash Equivalents are less than the market value thereof as set forth in the Certificate of Default Shares with respect Redemption Calculations and this gives rise to a given Specified Portion would result shortfall, the Company shall promptly, but in the a violation of the Beneficial Ownership Limitationany event within one Business Day deposit cash in an amount that, then that particular Specified Portion shall be automatically reduced without reinvestment, is equal 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 Shortfall Amounts. Any notice of redemption pursuant to this Section 6 shall be added back to in the Unpaid Portion form set forth in Section 3.03 of the Default AmountIndenture.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for (i) the Escrow Agent (as defined in the Indenture) does not receive an additional ten officers’ certificate from the Company stating that the ▇▇▇▇▇▇▇▇ Merger (10as defined in the Indenture) Business Days after the Holder provides written notice has completed on or prior to the Outside Date (as defined in the Indenture) or (ii) at any time prior to the Outside Date, the Escrow Agent receives an officers’ certificate from the Company stating the Merger Agreement (as defined in the Indenture) has been validly terminated (or that an Event of Default the Company has occurred and specifying decided that it will not pursue the factual basis therefor then thereafter, unless waived by the Holder, , at the option consummation of the Holder, such option exercisable through ▇▇▇▇▇▇▇▇ Merger or that the delivery consummation of written notice the ▇▇▇▇▇▇▇▇ Merger cannot or is not reasonably likely to the Company be satisfied by such Holder date) (the "Default Notice"earlier to occur of the events described in clause (i) or (ii), the outstanding amount “Special Mandatory Redemption Event”), then the Escrow Agent shall, without the requirement of this Warrant shall be immediately redeemed notice to or action by the Company Company, the Trustee or any other Person, liquidate and release the Escrowed Property (as defined in the Indenture) (including investment earnings thereon and proceeds thereof) to the Trustee and the Company Trustee shall pay apply (or cause a Paying Agent to apply) such proceeds to redeem all of the Holder Notes (a "the “Special Mandatory Redemption"”) an amount on the Special Mandatory Redemption Date (as defined below) at a redemption price (the "“Special Mandatory Redemption Amount" or the "Default Amount"Price”) equal to 100% of the greater of (i) the Black-Scholes value principal amount of the remaining unexercised portion of this Warrant on Notes, plus accrued and unpaid interest, if any, to, but excluding, 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 Special Mandatory Redemption Amount is paid to the HolderDate. 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 Upon 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 Noticea Special Mandatory Redemption Event, the Default AmountCompany will promptly (but in no event later than five business days following such Special Mandatory Redemption Event) cause notice to be delivered electronically or mailed, together with all other amounts payable hereundera copy to the Trustee, shall immediately become due and payableto each holder at its registered address (such date of notification to the holders, all without demand, presentment or the “Special Mandatory Redemption Notice Date”). The notice will inform holders that the Notes will be redeemed on the redemption date set forth in such notice, all of which hereby are expressly waivedwill be no earlier than two business days and no later than five business days from the Special Mandatory Redemption Notice Date (such date, together with all costs, including, without limitation, legal fees and expenses, of collectionthe “Special 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 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 redemptionoutstanding Notes will be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the holders of the Notes. Upon the completion of the ▇▇▇▇▇▇▇▇ Merger, the Company shall redeem a pro rata amount from each Holder based on foregoing provisions regarding the number of Warrants submitted for redemption by such Holder relative Special Mandatory Redemption will cease to the total number of Warrants submitted for redemption by all Holdersapply. The Holder shall Company is 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 mandatory redemption or sinking fund payments with respect to a given Specified Portion would result the Notes, except as described 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 Amountparagraph (6) hereof.

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 The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Company that an Event Notes except that, on each of Default has occurred April 1, 2009, October 1, 2009, April 1, 2010 and specifying October 1, 2010, (each a “Mandatory Redemption Date”), if any Notes are outstanding, the factual basis therefor then thereafterIssuers will be required to make a pro rata redemption of approximately $4.0 million, unless waived by $1.75 million, $1.75 million and $1.75 million, respectively, of the Holder, Accreted Value of the Notes outstanding on such Mandatory Redemption Date, at the option a redemption price 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 Accreted Value of the remaining unexercised portion of this Warrant on the date of such Default Notice Notes so redeemed, plus accrued and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that unpaid interest and Liquidated Damages, if any, to the Mandatory Redemption Amount Date; provided that if such redemption results in any unredeemed portion of a Note having a principal amount that is paid not a round multiple of $1,000, the Issuers shall redeem an additional portion of such Note as to reduce the Holder. The principal amount to a round multiple of $1,000; provided further that the amount of any such redemption shall be reduced by the aggregate amount of the accretion on Notes previously repaid pursuant to any pro rata repurchase or redemption of the Notes hereunder pursuant to this Indenture with respect to all then-outstanding Notes; and provided, additionally that, on each Mandatory Redemption Amount Date, the Issuers shall simultaneously be payablerequired to redeem an additional portion of each Note at the price set forth above, in cash or cash equivalentplus accrued and unpaid interest and Liquidated Damages, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails if any, 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 extent, if any, required to prevent such Note from being treated as an Applicable High Yield Discount Obligation within the meaning 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 163(i)(1) of the unpaid portion Internal Revenue Code of 1986, as amended (the "Unpaid Portion"total amount redeemed pursuant to this sentence, the “Mandatory Redemption Amount”). (b) of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject Any redemption pursuant to this Section 3.08 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. (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 July 2012, the Indenture Trustee shall occur and any begin a process for soliciting bids in connection with an auction of the Mortgage 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 and in accordance with the Auction Procedures set forth in Exhibit F to the Sale and Servicing Agreement: (b) 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 Holders of 66 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 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 Mortgage Loans is 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 Trust shall promptly arrange for the sale of the remaining unexercised portion Mortgage Loans to the winning bidder, the Indenture Trustee shall execute such agreements and termination statements as may be reasonably required or appropriate to release its lien with respect to the Mortgage Loans and Mortgage Files upon payment to it of this Warrant on the Trading Day immediately preceding bid purchase price and satisfaction of any other terms and conditions of the auction sale. The Indenture Trustee shall cooperate with the Master Servicer and the Trust in their sale of the Mortgage 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 Mortgage Loans. (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 the Mandatory Redemption Amount within thirty (30) days repurchase of the Default Amount Due DateMortgage Loans, then (A) the Exercise Price shall be permanently decreased (but given not increased) (each a "Default Adjustment") on later than the first Trading Day day of each calendar the month thereafter (each a "Default Adjustment Date"preceding the month of such final distribution) until the Default Amount is paid in full, to a price equal by letter to the lesser 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 Mortgage 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 5.4(b) for such Payment Date. (g) In 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 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 Mortgage 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 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 50 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 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 The Senior Discount Notes 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 mandatory redemption as follows: (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date fifteenth day of such Default Notice February, May, August and (2) the Black-Scholes value November 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 year (each such date being referred to herein as a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Quarterly Redemption Date") until the Default Amount is paid Issuer shall be required ------------------------- to redeem all or a portion of the Senior Discount Notes by making a scheduled redemption payment in full, to a price cash equal in amount to the lesser of (ix) the Exercise Price then aggregate outstanding principal amount of the Senior Discount Notes plus all accrued and unpaid interest through such Quarterly Redemption Date, and (y) 100% of Available Cash Flow for the fiscal quarter most recently ended prior to such Quarterly Redemption Date less the portion of such Available Cash Flow applied to the payment of interest on the Senior Discount Notes pursuant to subsection 2.1(b)(iv) above less the portion of such Available Cash Flow permitted to be contributed to the Reserve pursuant to subsection 2.1(b)(iv) above less the amount of any optional redemption payment made in effect, or respect of the Senior Discount Notes during the fiscal quarter most recently ended; and (ii) on the lowest Market Price that has occurred on any Default Adjustment Date since earlier to occur of (x) a Change of Control and (y) an Asset Disposition (the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (such event being hereinafter referred to 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 ExerciseSpecial ------- Redemption Date"), 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 Issuer 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 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 Senior Discount Notes by making a pro rata scheduled redemption payment in cash equal in 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 aggregate outstanding principal amount 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, Senior Discount Notes plus all accrued and the amount of unpaid interest through such reduction shall be added back to the Unpaid Portion of the Default AmountSpecial Redemption Date.

Mandatory Redemption. If (a) This Warrant (or any Events portion thereof from time to time remaining unexercised) shall be redeemed in installments commencing on August 31, 1997 and continuing on October 31, 1997 and the last day of Default shall occur each successive January, April, July 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 thereafterOctober until October 31, unless waived by the Holder1998, , 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 on which date this Warrant shall be immediately fully redeemed by (each such mandatory redemption date hereinafter referred to as an "Installment Date"). On the Company first Installment Date, three-eighths of the total shares issuable upon full exercise of this Warrant as of the date of issuance (as adjusted from time to time pursuant to Section 4 hereof) shall be cancelled and redeemed. As of each subsequent Installment Date, one-eighth of the Company total shares issuable upon full exercise of this Warrant as of the date of issuance (as adjusted from time to time pursuant to Section 4 hereof) shall pay be cancelled and redeemed. Any reduction in the shares evidenced hereby due to a partial exercise of this Warrant prior to the date this Warrant has been fully redeemed shall be applied to the most remote redemption installments to become due. Nothing in this Section 14 shall limit the right of any Holder hereof to exercise this Warrant in whole or in part at any time. (a "Mandatory Redemption"b) an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of The redemption price per share on any Installment Date shall be determined as follows: (i) the Black-Scholes value price per share for 35% of the remaining unexercised portion of any shares required to be redeemed and cancelled pursuant to this Warrant Section 14.1 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 any Installment Date shall be payable, in cash or cash equivalent, within five (5) business days the result 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 subtracting (A) the Exercise Price, from (B) the average Current Market Price shall be permanently decreased of the Company's Common Stock for the thirty (but not increased30) Trading Days following the date which is fifteen (each a "Default Adjustment"15) 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 Days prior to the lesser of (i) date the Exercise Price then in effect, or Company filed its third quarter 1996 Form 10-Q with the Commission. (ii) the lowest price per share for the remaining 65% of any shares required to be redeemed and cancelled pursuant to this Section 14.1 on any Installment Date shall be the result of subtracting (A) the Exercise Price, from (B) the average Current Market Price that has occurred on any Default Adjustment Date since of the Company's Common Stock for the twenty-five (25) Trading Days immediately preceding 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 which is five (5) Business Trading Days after prior to the Company's receipt respective Installment Date. Such price may not be less than zero. (c) The aggregate redemption payment payable on any Installment Date may be paid either in cash or in Common Stock of the Holder's Default NoticeCompany or a combination thereof provided, that Common Stock may be delivered in redemption of this Warrant on any Installment Date only if the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all resale of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and such Common Stock by the Holder shall is the subject of an already-effective Registration Statement and is immediately publicly tradable without cutback or limitation of any kind. The aggregate cash redemption price determined pursuant to either subsection (b)(i) or (b)(ii) of this Section may be entitled converted into shares of Common Stock by dividing the respective aggregate redemption price by the average Current Market Price of the Common Stock for the twenty-five (25) Trading Days immediately preceding the date which is five (5) Trading Days prior to exercise the respective Installment Date. (d) If the Company elects to redeem all other rights and remedies available at law or in equityany portion of this Warrant with Common Stock, and (B) the Holder shall have all the right rights and benefits of Section 9 hereof as if such registration had been a demand registration at any timethe request of the Holder pursuant to Section 9.3 hereof provided, so long as that no such registration shall be counted against 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") (maximum number of registrations which may be given one or more times, from time required pursuant 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 AmountSection 9.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Business Days after On the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterStated Maturity, 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 (redeem for cash all Outstanding Securities, at a "Mandatory Redemption") an amount price (the "Mandatory “Redemption Amount" or the "Default Amount"Price”) equal to 100% of the greater principal amount of (i) Securities to be redeemed, plus accrued and unpaid interest to, but excluding, the Black-Scholes value of Redemption Date; provided that if the remaining unexercised portion of this Warrant Redemption Date falls after a Regular Record Date and 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 corresponding Interest Payment Date, then (A) the Exercise Redemption Price shall be permanently decreased (100% of the principal amount of the Securities redeemed but shall not increased) (each a "Default Adjustment") include accrued and unpaid interest, if any. Instead, the Company shall pay such accrued and unpaid interest, if any, 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 Interest Payment Date to the lesser Holder of (i) record at 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 Close 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")corresponding Regular Record Date. If the Company is unable required to redeem all Securities pursuant to this Section 4.01, it shall notify the Trustee in writing of such redemption together with the Redemption Date, the Base Conversion Rate, the principal amount of Securities to be redeemed and the Redemption Price. (b) The Company shall not redeem any of the Warrants submitted for redemptionSecurities on any date if the principal amount of the Securities has been accelerated, and the acceleration has not been rescinded on or prior to such date. (c) Except as provided in paragraph (a) of this Section 4.01, the Company shall not be required to make any mandatory redemption of the Securities. The Securities are not subject to redemption through the operation of any sinking fund. (d) If the Company does not redeem any Securities for cash on the Stated Maturity in accordance with the terms of this Article 4 (all such Securities, “Unredeemed Securities”), the Holders of such Unredeemed Securities may, at the Holder’s option, convert all or a pro rata amount from each Holder based portion of their Unredeemed Securities into shares of Common Stock accordance with Article 9. (e) If any Unredeemed Securities are outstanding on the Business Day immediately following the Stated Maturity, the Company shall promptly (and in any case within 5 Business Days of the Stated Maturity) file (i) with the Trustee and any Conversion Agent other than the Trustee, an Officer’s Certificate setting forth the number of Warrants submitted Conversion Shares and Additional Shares, if any, issuable pursuant to Section 9.03 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 each $1,000 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 principal amount of Unredeemed Securities and setting forth the calculation thereof and (ii) deliver a copy of such reduction shall be added back Officer’s Certificate to the Unpaid Portion each Holder of the Default AmountUnredeemed Securities.

Mandatory Redemption. If In the event the Company is prohibited from issuing Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any Events of Default shall occur and any such other Event of Default continues (as defined in the Note) or for an additional any reason other than pursuant to 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 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 request by the Holder, , at Subscriber or on the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Delivery Date (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed if requested by the Company and the Company shall pay to the Holder (Subscriber) a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% sum of the greater of money determined by (i) multiplying up to the Black-Scholes value outstanding principal amount of the remaining unexercised portion of this Warrant on Note designated by 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 effectSubscriber by 130%, or (ii) multiplying the lowest Market 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 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 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 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 Bonds shall be payableredeemed, in cash whole or cash equivalentin part, 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 at a price equal to the lesser Redemption Price if the Partnership or the Collateral Agent receives Loss Proceeds in connection with an Event of (iLoss or an Event of Eminent Domain that has been determined in accordance with Section 3.7(c) of the Exercise Price then Collateral Agency Agreement to render all or a portion of the Project incapable of being rebuilt, repaired or restored to permit operation of the Project or a portion thereof on a commercially feasible basis. All Loss Proceeds received by the Trustee from the Collateral Agent pursuant to Section 3.7(d) of the Collateral Agency Agreement with respect to such Event of Loss or Event of Eminent Domain shall be applied by the Trustee to the redemption of the Bonds in effect, or accordance with this Article 3. (ii) The Bonds shall be redeemed, in whole or in part, at a price equal to the lowest Market Redemption Price that has occurred on any Default Adjustment Date since if Excess Loss Proceeds in excess of $1,000,000 remain in the date that Loss Proceeds Account. All Excess Loss Proceeds received by the Event Trustee from the Collateral Agent pursuant to Section 3.7(d) of Default beganthe Collateral Agency Agreement shall be applied by the Trustee to the redemption of the Bonds in accordance with this Article 3. (iii) The Initial Bonds shall be redeemed, in whole or in part, at a price equal to the Redemption Price if an Energy Contract Buy-Out occurs which is an Involuntary Buy-Out Event. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments All PECO Buy-Out Proceeds (as defined in the Securities Purchase Collateral Agency Agreement) shall continue received by the Trustee from the Collateral Agent from the Energy Contract Buy-Out Proceeds Sub-account pursuant 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 3.7(e) of the unpaid portion Collateral Agency Agreement shall be applied by the Trustee to the redemption of the Initial Bonds in accordance with this Article 3. (iv) Except as provided in clause (iii) above, the "Unpaid Portion"Bonds shall be redeemed, in whole or in part, at a price equal to the Redemption Price if an Energy Contract Buy-Out occurs which is an Involuntary Buy-Out Event. Except as provided in clause (iii) above, all proceeds of an Energy Contract Buy-Out which is an Involuntary Buy-Out Event received by the Trustee from the Collateral Agent from the Energy Contract Buy-Out Proceeds Sub-account pursuant to Section 3.7(e) of the Default Amount, a number (Collateral Agency Agreement shall be applied by the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject Trustee to the Beneficial Ownership Limitationredemption of the Bonds in accordance with this Article 3. (v) The Bonds shall be redeemed, in whole or in part, at a price equal to the Specified Portion Redemption Price with amounts received by the Trustee from the Collateral Agent from the EPC Buy-Down Proceeds Sub-account pursuant to Section 3.7(f) of the Default Amount divided Collateral Agency Agreement in connection with an EPC Buy-Down that has been determined in accordance with Section 3.18 of the Collateral Agency Agreement to render the Project incapable of being rebuilt, repaired or restored in order to remedy the circumstances giving rise to the obligation of the EPC Contractor to pay such EPC Buy-Down. All proceeds of an EPC Buy-Down received by the Exercise Price Trustee from the Collateral Agent from the EPC Buy-Down Proceeds Sub-account pursuant to Section 3.7(f) of the Collateral Agency Agreement in effect on connection with an EPC Buy-Down shall be applied by the date such shares are issued Trustee to the Holder, PROVIDED THATredemption of the Bonds in accordance with this Article 3. Except as provided in clause (iii) above, the Holder may require that such payment of shares Initial Bonds and any Additional Bonds 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 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 redeemed on a pro rata basis in accordance with the aggregate amount from each Holder based of principal outstanding 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 Bonds (except to the extent that the Supplemental Indenture providing for the issuance of Default Shares Additional Bonds provides that such Additional Bonds are to be redeemed on less than a pro rata basis). (b) If the Partnership is required to redeem the Bonds in accordance with respect this Section 3.2, it shall deliver to a given Specified Portion would result in the a violation Trustee, immediately upon the occurrence of the Beneficial Ownership Limitationevent resulting in such obligation to redeem, then that particular Specified Portion an Officer's Certificate specifying the principal amount of Bonds to be redeemed. Upon receipt of such Officer's Certificate, the Trustee shall determine the Redemption Date for such redemption, which Redemption Date shall be automatically reduced to a value that would cause within ninety (90) days following its receipt of monies from the number Collateral Agent in respect of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back event giving rise to the Unpaid Portion of the Default AmountBonds being subject to redemption.

Mandatory Redemption. If Notwithstanding anything contained in this Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by a date that is twelve (12) months from the Closing Date, then at any Events of Default time thereafter, the Lender shall occur and any such Event of Default continues for an additional ten (10) Business Days after have the Holder provides right, upon written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterIssuing Borrower, 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 require that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, Issuing Borrower redeem all Advisory Fee Shares then 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 Lender’s possession for Dollars equal to the lesser Advisory Fee, less any net proceeds received by the Lender from any previous sales of (i) Advisory Fee Shares, if any. In the Exercise Price then in effect, or (ii) event such redemption notice is given by 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 NoticeLender, the Default Amount, together with all other amounts payable hereunder, Issuing Borrower shall immediately become due and payable, all without demand, presentment or notice, all redeem the then remaining Advisory Fee Shares in Lender’s possession for an amount 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, Dollars equal to the Specified Portion of the Default Amount divided Advisory Fee, less any net proceeds received by the Exercise Price in effect on the date such shares are issued Lender from any previous sales of Advisory Fee Shares, if any, payable by wire transfer 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 an account designated by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Issuing Borrower. Notwithstanding the foregoing to the contrary, if the Common Stock of the Issuing Borrower is not quoted and actively traded in the Principal Trading Market by a date that is nine (9) months from the Closing Date, then: (A) on the date that is nine (9) months after the Holder delivers a Default Exercise Notice Closing Date, the Issuing Borrower shall redeem one third (1/3) of the Advisory Fee Shares for an amount of Dollars equal to one third (1/3) of the Advisory Fee, payable by wire transfer to an account designated by Lender on such date; and (B) on the date that is twelve (12) months after the Closing Date, the Issuing Borrower shall redeem the remaining two thirds (2/3) of the Advisory Fee Shares for an amount of Dollars equal to the Company with the original Warrant remaining two thirds (if delivery 2/3) of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable Advisory Fee, payable by wire transfer to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based an account designated by Lender 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 Amountdate.

Mandatory Redemption. If In the event of a Change of Control, the principal of and interest on all Series A Notes shall IPSO FACTO become and be immediately due and payable without any Events declaration or other act on the part of Default shall occur the Trustee or any Holder, 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 shall be required to redeem the factual basis therefor then thereafter, unless waived by the Holder, , at the option Series A Notes in accordance with Article Seven of the HolderIndenture. Notwithstanding Section 3.05 of the Indenture, such option exercisable through the delivery upon a Change of written notice to the Company by such Holder (the "Default Notice")Control, the outstanding amount of this Warrant Series A Notes shall be immediately redeemed by the Company at a Redemption Price equal to $45,000,000 and the Company shall pay all accrued and unpaid interest thereon to the Holder (Redemption Date, less any principal amount prepaid by the Company. In the event that the Company shall elect to redeem any series of Securities other than the Series A Notes at any time any Series A Notes are outstanding, the Company shall be required to redeem a "Mandatory Redemption"pro rata portion of the Series A Notes, based on outstanding principal amount of the Series A Notes and the series of Securities being redeemed. In the event certain Liens and obligations are incurred, as specified in Section 8.04(2) an amount (of the "Mandatory Indenture, the Company shall redeem a portion of the Series A Notes, as specified in such Section, at a Redemption Amount" or the "Default Amount") Price equal to 100% of the greater of face amount thereof (iand Section 3.05(a) the Black-Scholes value of the remaining unexercised portion of this Warrant on Indenture shall not be available), and the date of such Default Notice Company shall also pay all accrued and (2unpaid interest thereon to the Redemption Date. Optional redemptions made pursuant to Section 3.05(c) the Black-Scholes value of the remaining unexercised portion Indenture shall, for purposes of this Warrant on Section 8.04(2) of the Trading Day immediately preceding Indenture, be deemed to have been made as mandatory redemptions pursuant to Section 3.06(b) of the date that Indenture. All optional redemptions made pursuant to Section 3.05(c) and all mandatory redemptions made pursuant to Section 3.06(b) of the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount Indenture shall be payableaggregated for purposes of determining whether the redemption thresholds set forth in Sections 2.02, in cash or cash equivalent8.04(2), within five (58.15(c) business days and 16.04(b) of the Date Indenture and Section 11.9 of the applicable Default Notice Security Agreement have been satisfied. In the event of certain asset sales (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 sales of Capital Stock) and expensescertain dividends and distributions, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or as more particularly specified 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 8.11 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 portion of the Series A Notes, as specified in such Section, at a Redemption Price equal to 100% of the face amount from each Holder based on thereof (and Section 3.05(a) of 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 Indenture 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 Percentageavailable), and the amount of such reduction Company shall be added back also pay all accrued and unpaid interest thereon to the Unpaid Portion Redemption Date. All redemptions at less than 100% of face value of the Default AmountSeries A Notes (including, without limitation pursuant to Section 3.05(a) or Section 3.06(c) of the Indenture) shall not be counted or aggregated for purposes of determining whether the redemption thresholds set forth in Sections 2.02, 8.04(2), 8.15(c) and 16.04(b) of the Indenture and Section 11.9 of the Security Agreement have been satisfied.

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 Date since which will be sufficient to pay and discharge such Notes, for principal, premium, if any, and interest to the date that redemption date, in each case, prior to the Event expiration 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) such 90 day period shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt constitute a redemption 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 aggregate principal amount 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 notes 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 notice for the purposes of this sentence. (5c) 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 redemptionWithin 5 business days after each Excess Cash Flow Calculation Date, 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 for the related Excess Cash Flow Calculation Period (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. If at any Events time while this Note shall be outstanding, the Company shall consummate: (i) a “going-private” transaction whereby the Common Stock shall thereafter cease to be registered under the Exchange Act; (ii) a Sale of Default the Company; or (iii) the closing of a financing in excess of five million dollars ($5,000,000), then the Company shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides deliver a 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 Lender of the Holder, such option exercisable through the delivery pending consummation of written notice to the Company by such Holder any transaction described in clauses (the "Default Notice"), the outstanding amount i)-(iii) of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder Section 5 (each, a "Mandatory RedemptionLiquidity Event") an amount fifteen (15) days prior thereto and shall redeem this Note immediately following the closing of a Liquidity Event by paying the applicable Redemption Price. As used herein, "Mandatory Redemption AmountPrice" or shall equal the "Default Amount") equal to 100% of the greater of accrued but unpaid interest outstanding under this Note, plus: (i) if the Black-Scholes value effective date or closing date, as applicable, of the remaining unexercised portion Liquidity Event giving rise to such repayment obligation (the “Repayment Date”) is prior to the six (6) month anniversary of the date hereof, one hundred ten percent (110%) of the Face Amount 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 Note; (ii) if the lowest Market Price that has occurred Repayment Date is on any Default Adjustment Date since or after the six (6) month anniversary of the date that hereof, but prior to the twelve (12) month anniversary of the date hereof, one hundred fifteen percent (115%) of the Face Amount of this Note; or (iii) if the Repayment Date is on or after the twelve (12) month anniversary of the date hereof, one hundred twenty percent (120%) of the Face Amount of this Note. The Borrower shall deliver to the Lender the Redemption Price on the Repayment Date in immediately available funds. For the purpose of clarification, after delivery of a notice of a Liquidity Event of Default began. Notwithstanding as provided for in this Section, the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) Lender 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 effectuate conversions as contemplated under this Note until such time 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 redemption under this Section 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 Amountconsummated.

Mandatory Redemption. If any Events Upon the occurrence of Default a Mandatory Redemption Event, the Corporation shall occur and any such Event redeem out 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 funds legally available therefor then thereafter, unless waived by the Holder, , at the option all of the Holder, such option exercisable through the delivery outstanding shares 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 (Series A Preferred Stock on a "Mandatory Redemption") an amount date (the "Mandatory Redemption Amount" or the "Default AmountDate") not more than 60 days after the date of such Mandatory Redemption Event at $ per share plus an amount equal to 100% accrued and unpaid dividends (whether or not declared) thereon to but excluding the Mandatory Redemption Date including any changes in dividends payable due to changes in the annual dividend rate or Dividends Received Percentage, and Additional Dividends, if any. A "Mandatory Redemption Event" shall mean the earliest to occur of the greater of following events: (i) the Black-Scholes value Transaction (as defined below) shall have been subjected to a vote by the stockholders of the remaining unexercised portion Corporation at the Tenneco Special Meeting and shall not have been approved; (ii) the Transaction shall not have been approved by the requisite vote of this Warrant the stockholders of the Corporation entitled to vote thereon on the date of such Default Notice or prior to March 31, 1997; and (2iii) the Black-Scholes value Corporation shall not have accepted on or prior to March 31, 1997 any indebtedness of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Corporation and its subsidiaries tendered to it pursuant to the Holdercash tender offers made by it pursuant to the Transaction. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days "Transaction" means the reorganization of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails Corporation pursuant 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 which (i) the Exercise Price then in effectCorporation and its subsidiaries will, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event pursuant to a Distribution Agreement dated as of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments 1996 (as defined in such may be amended, supplemented or modified from time to time among the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt Corporation, New Tenneco Inc., a newly formed wholly-owned subsidiary of the Holder's Default NoticeCorporation ("New Tenneco"), and Newport News Shipbuilding Inc., a wholly-owned subsidiary of the Default AmountCorporation ("Newport News"), together with all other amounts payable hereunderundertake various intercompany transfers and distributions designed to restructure, shall immediately become due divide and payable, all without demand, presentment or notice, separate their various businesses and assets so that all of which hereby the assets, liabilities and operations of (A) their automotive parts, packaging and administrative services businesses ("Industrial Business") are expressly waived, together with all costs, including, without limitation, legal fees owned and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equityoperated by New Tenneco, and (B) their shipbuilding business ("Shipbuilding Business") are owned and operated by Newport News; (ii) the Holder shall have Corporation will then distribute pro rata to holders of Common Stock all of the outstanding common stock of New Tenneco and Newport News; and (iii) thereafter a subsidiary of El Paso will merge with and into the Corporation, which will then consist of the remaining existing and discontinued operations of the Corporation and its subsidiaries other than those relating to the Industrial Business or the Shipbuilding Business, including the transmission and marketing of natural gas, pursuant to the Merger Agreement. Notice of redemption pursuant to this Section 4 will be given by mail, not less than 30 nor more than 60 days prior to the Mandatory Redemption Date to each record holder of shares of Series A Preferred Stock at the address of such holder in the stock register of the Corporation. If a notice of redemption has been given, from and after the Mandatory Redemption Date (unless the Corporation defaults in making payment of the redemption price), dividends on the Series A Preferred Stock will cease to accrue, such shares will no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the redemption price) will cease. Subject to applicable escheat and similar abandoned property laws, any moneys set aside by the Corporation for such redemption and unclaimed at any time, so long as the Company remains in default (and so long and end of six months from the Mandatory Redemption Date shall revert to the extent that there are sufficient authorized shares)general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to require the Company, general funds of the Corporation for the payment of the amounts payable upon written notice ("Default Exercise Notice") (which may such redemption. Any interest accrued on funds so deposited shall be given one or more times, paid to the Corporation 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 Amounttime.

Mandatory Redemption. If any Events of Default The Bonds shall occur be subject to mandatory redemption, and any such Event of Default continues shall be redeemed prior to maturity, as follows: (a) in whole or in part on the first Interest Payment Date for an additional ten (10) Business Days which notice can be given in accordance with this Pledge Agreement after the Holder provides Completion Date to the extent of excess funds on deposit on such date in the Loan Account of the Project Fund, determined as provided in Section 5.02(d) of this Pledge Agreement; or (b) in whole or in part on the first Interest Payment Date for which adequate notice can be given in accordance with this Pledge Agreement after and to the extent that Insurance Proceeds or a Condemnation Award in connection with the Project are deposited in the Insurance and Condemnation Account of the Project Fund and are not to be used to repair or restore the Project (which unused Condemnation Award or Insurance Proceeds shall be applied to the redemption of Bonds, unless all of the Owners shall have approved a proposed alternative application of such funds and the Bondowner Representative and the Servicer shall have received an opinion of Bond Counsel to the effect that such proposed alternative application of such funds will not adversely affect the exclusion from gross income of Owners (other than an Owner who is a “substantial user” of the Project or a “related person” to a “substantial user,” as defined in Section 147(a) of the Code); or (c) in whole on the first Interest Payment Date for which notice can be given to the Owners in accordance with this Pledge Agreement following receipt by the Bondowner Representative of notice from the Servicer demanding such redemption, following a Determination of Taxability; or (d) on the Conversion Date, in an amount sufficient to reduce the aggregate principal amount of Outstanding Bonds to $[ ]; or (e) on the Conversion Date, in the amount (if any), in excess of the amount required pursuant to Section 4.01(d), that is necessary in order to achieve compliance with the debt service coverage condition set forth as one of the Conditions to Conversion; or (f) in whole on the seventeenth anniversary of the Conversion Date, unless the Owners of all of the Bonds elect to waive redemption by giving not less than 30 days’ prior written notice thereof to the Company Bondowner Representative and the Borrower; or (g) in part on the first day of each calendar month as set forth in Section 3.3 of the Note or in any schedule delivered by the Bondowner Representative and attached as Exhibit C to this Pledge Agreement; or (h) in whole, following receipt by the Bondowner Representative of notice from the Servicer stating that an Event of Default has occurred under the Loan Agreement or the Construction Disbursement Agreement and specifying demanding redemption of the factual basis therefor then thereafterBonds, unless waived on any date selected by the HolderServicer, , at the option of the Holder, such option exercisable through the delivery of written specified in a notice in writing delivered 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 Borrower 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.least ten

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 February 1, 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 2012 (the "Default NoticeRedemption Date"), if all the outstanding amount shares 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 (Series G Preferred Stock have not been converted in accordance with Section 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 Corporation has sufficient funds legally available therefor and to the extent permitted by the Articles of Default Shares Incorporation, the Corporation shall redeem, at the stated value per share, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the shares of Series G Preferred Stock (the "Redemption Price"), all shares of Series G Preferred Stock outstanding on the Redemption Date. (c) The Corporation shall, on or prior to the Redemption Date, deposit with a given Specified Portion would result in redemption agent selected by the a violation Board of Directors of the Beneficial Ownership LimitationCorporation, then that particular Specified Portion as a trust fund, a sum sufficient to redeem the shares of Series G Preferred Stock, with irrevocable instructions and authority to such redemption agent to pay the holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be automatically reduced deemed to a value constitute full payment of such shares to their holders. From and after the Redemption Date, notwithstanding that would cause any certificates for such shares shall not have been surrendered for cancellation, the number of Default Shares shares represented thereby shall no longer be deemed to be issued outstanding and all rights of the holders of the shares of Series G Preferred Stock with respect to equal such shares, including the Maximum Percentagerights, if any, to receive notices and to vote, shall immediately cease and terminate, except the right to receive the Redemption Price, without interest, which payment shall be made upon surrender of their respective certificates. In case the holders of any shares of Series G Preferred Stock shall not, within six years after such deposit, claim the amount deposited for redemption thereof, the redemption agent shall, upon demand, pay over to the Corporation the balance of such amount deposited. Thereupon, the redemption agent shall be relieved of all responsibility to the holders thereof and the amount sole right of such reduction holders shall be added back as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Unpaid Portion of the Default AmountCorporation and shall be paid to it from time to time on demand.

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 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 117.5% of the then outstanding principal amount of this Warrant shall be immediately redeemed by Series 1 Bridge Note plus accrued and unpaid interest thereon at the Company Note Rate through and including the Company shall pay to Maturity Date and at the Holder (a "Mandatory Redemption") an amount (Default Rate after 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 Maturity Date through and including the date the payment is disbursed (whether by issuance 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, Conversion Shares or a payment in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"cash). 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) if on the lowest Market Price that has occurred on any Default Adjustment Maturity Date since a Registration Statement is not effective with respect to the date that the Event of Default began. Notwithstanding the occurrence of an Event of DefaultConversion Shares, Failure Payments and any other Required Cash Payments (as defined Holder may, 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 Holder'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. If any Events Except as set forth in Section 4.10 and Section 4.15, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS. In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of Default shall occur 20 Business Days following its commencement and any such Event of Default continues for an additional ten no longer, except to the extent that a longer period is required by applicable law (10) the "Offer Period"). No later than five Business Days after the Holder provides termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a written notice to the Company Trustee and to each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: that an Event the Asset Sale Offer is being made pursuant to this Section 3.9 and Section 4.10 hereof and the length of Default has occurred time the Asset Sale Offer shall remain open; the Offer Amount, the purchase price and specifying the factual basis therefor then thereafterPurchase Date; that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; that, unless waived the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the HolderCompany, , or a Paying Agent at the option address specified in the notice at least three days before the Purchase Date; that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such option exercisable through Holder is withdrawing his election to have such Note purchased; that, if the delivery aggregate principal amount of written notice Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed and accepted by the Company for purchase, and the Company shall pay promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly -39- 47 mailed or delivered by the Company to the Holder (a "Mandatory Redemption") an amount (thereof. The Company shall publicly announce the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% results of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant Asset Sale Offer on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of Purchase Date. Other than as specifically provided in this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the Holderprovisions of Sections 3.1 through 3.6 hereof. 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.COVENANTS

Mandatory Redemption. (a) If any Events of Default shall occur and any such Event of Default continues for an additional ten the Spin-Off is not consummated on or prior to 11:59 pm, New York City time, on November 30, 2004 (10) Business Days after the Holder provides written notice to “Special Mandatory Redemption Event”), then the Company that an Event shall notify the Trustee of Default has occurred and specifying the factual basis therefor then thereaftersuch Special Mandatory Redemption Event, 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 redeem all of the Holder Notes (a "the “Special Mandatory Redemption"”) an amount (within two Business Days of the "date of the Special Mandatory Redemption Amount" or the "Default Amount") Event, at a redemption price equal to 100% of the greater of (i) the Black-Scholes value principal amount of the remaining unexercised portion Notes, plus accrued and unpaid interest, if any, to but not including the redemption date (the “Special Mandatory Redemption Payment”) (subject to the right of this Warrant Holders of record on the date relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Company shall commence the Special Mandatory Redemption by sending or causing to be sent on the Business Day following such Special Mandatory Redemption Event, by first class mail, with a copy to the Trustee, a notice of redemption to each Holder at such Default Notice and Holder’s registered address appearing in the Security Register, which notice shall state: (1) that the Special Mandatory Redemption is being made pursuant to this paragraph; (2) the Black-Scholes value redemption date and the Special Mandatory Redemption Payment; provided, however, that the redemption date shall be the second Business Day after the Special Mandatory Redemption Event (the “Special Mandatory Redemption Date”); (3) the name and address of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date Paying Agent; (4) that the Notes must be surrendered to the Paying Agent to collect the Special Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five Payment; and (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If that, unless the Company fails to pay the defaults in making such Special Mandatory Redemption Amount within thirty (30) days of the Default Amount Due DatePayment, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") interest on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, Notes shall cease to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred accrue 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 Special Mandatory Redemption Date. (b) Except as set forth 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 redemptionthis paragraph, 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 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 other mandatory redemption or sinking fund payments with respect to, or offer to a given Specified Portion would result in purchase, 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 (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 thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal to the Company by such Holder (the "Default Notice")excess, 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 if any, of (i) the Black-Scholes value total of the remaining unexercised portion Initial Asset Values 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 all affected Assets over (ii) the lowest Market total of the Amortization Amounts of the affected Assets, which principal amount shall be applied to the reduction of the Candie’s/▇▇▇ ▇▇▇▇▇ Note Principal Balance, the Rampage Note Principal Balance or the ▇▇▇▇ Note Principal Balance of each Note, depending on whether the affected Asset relates to the (i) Primary ▇▇▇▇ CANDIES or ▇▇▇ ▇▇▇▇▇, (ii) Primary ▇▇▇▇ RAMPAGE or (iii) 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. (a) The Partnership shall redeem all of the Series A Preferred Units on the Term Redemption Date, at a redemption price equal to the Stated Series A Liquidation Preference plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared but excluding interest thereon) up to, but excluding, the Term Redemption Date. If any Events of Default shall occur and any such Event of Default continues for the Partnership does not redeem the Series A Preferred Units on the Term Redemption Date, then the Series A Distribution Rate will increase by an additional ten 2.00% per month until such redemption, up to a maximum Series A Distribution Rate of 20.00% per Series A Preferred Unit. (10b) Business Days after The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the Holder provides written notice Term Redemption Date, to the Company that an Event holders of Default has occurred and specifying the factual basis therefor then thereafter, unless waived Series A Preferred Units as such holders’ names appear on our unit transfer books maintained by the Holder, , Transfer Agent at the option address of the Holder, such option exercisable through the delivery of written holders shown therein. Such 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 state: (i) the Black-Scholes value redemption date, (ii) that all of the remaining unexercised portion Series A Preferred Units will be redeemed, (iii) the redemption price, (iv) the place where the Series A Preferred Units are to be redeemed and shall be presented and surrendered for payment of this Warrant the redemption price therefor and (v) that distributions on the date Series A Preferred Units to be redeemed will cease to accumulate from and after such redemption date. (c) If the Partnership gives or causes to be given a notice of such Default Notice and (2) redemption, then the Black-Scholes value of Partnership shall deposit with the remaining unexercised portion of this Warrant on Paying Agent funds sufficient to redeem the Trading Series A Preferred Units as to which notice has been given by 5:00 p.m., New York City time, no later than the Series A Business Day immediately preceding the date that fixed for redemption, and will give 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 Paying Agent irrevocable instructions and authority to pay the Mandatory Redemption Amount within thirty (30) days redemption price to the holder or holders thereof upon surrender or deemed surrender of the Default Amount Due DateCertificates therefor. If notice of redemption shall have been given, then from and after the date fixed for redemption, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all Series A Distributions will cease to accumulate and all rights of holders of such Series A Preferred Units as the Partnership’s unitholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid distributions through the date fixed for redemption, whether or not declared. (Ad) the Exercise Price Notwithstanding any notice of redemption described in Section 16.6(b) above, there shall be permanently decreased no redemption of any Series A Preferred Units called for redemption until funds sufficient to pay the full redemption price of such Series A Preferred Units, including all accumulated and unpaid distributions to the date of redemption, whether or not declared, have been deposited by the Partnership with the Paying Agent. (but not increasede) (each a "Default Adjustment") Notwithstanding the foregoing, in the event that full cumulative distributions on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until Series A Preferred Units and any Parity Securities have not been paid or declared and set apart for payment, the Default Amount is paid Partnership may not repurchase, redeem or otherwise acquire, in fullwhole or in part, any Series A Preferred Units or Parity Securities except pursuant to a price equal purchase or exchange offer made on the same terms to the lesser all holders of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on Series A Preferred Units and any Default Adjustment Date since the date that the Event of Default beganParity Securities. Notwithstanding the occurrence of an Event of Default, Failure Payments Common Units and any other Required Cash Payments (as defined in Junior Securities may not be redeemed, repurchased or otherwise acquired unless full cumulative distributions on the Series A Preferred Units and any Parity 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 for 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, prior and the Holder shall be entitled to exercise all other rights then-ending Series A Distribution Periods have been paid or declared 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 set apart 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 Amountpayment.

Mandatory Redemption. If Upon 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 thereafterChange in Ownership or Fundamental Change, 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 offer to redeem all of the Warrants submitted for redemptionNotes that are Outstanding at a Redemption Price of 100% of the principal amount thereof plus accrued but unpaid interest thereon to but not including the applicable Redemption Date. Any offer of redemption pursuant to this Section 10.8 shall be made in accordance with Section 10.3. Each Holder electing to have 2 Insert date that is fifth anniversary of Issuance Date. Notes redeemed must deliver to the Trustee (or other Paying Agent appointed by the Company) the form attached to the Notes labeled OPTION OF HOLDER TO ELECT REDEMPTION no later than five Business Days immediately preceding the Redemption Date. The Company shall notify the Trustee at least 30 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) of the principal amount of Notes that each Holder has elected to redeem. Such notice shall indicate whether the Company elects to pay such Redemption Price in cash, in shares of Common Stock or a combination thereof, specifying the percentage or amount of each and, if the Company elects to pay any portion of such Redemption Price in shares of Common Stock, the Company Market Price of the Common Stock. Such notice shall redeem a pro rata amount from each also indicate that Notes as to which an OPTION OF HOLDER TO ELECT REDEMPTION form has been given by the Holder based may be converted 2 Insert date that is fifth anniversary of Issuance Date. only if the election has been withdrawn by the Holder in accordance with the terms of this Indenture and such Notes are otherwise convertible in accordance with Section 12.1. Any redemption pursuant to this Section 10.8 shall be made in compliance with the provisions of Sections 10.1, 10.3, 10.4 and 10.6 hereof. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) an OPTION OF HOLDER TO ELECT REDEMPTION shall have the right to withdraw such election at any time prior to the close of business on the number Business Day immediately preceding the Redemption Date (or any such later time as may be required by applicable law) by delivery of Warrants a written notice of withdrawal to the Trustee (or other Paying Agent appointed by the Company) and the Company specifying: (i) the certificate number, if any, of the Notes in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Notes in respect of which such notice of withdrawal is being submitted is represented by a Global Note, (ii) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, and (iii) the principal amount, if any, of such Notes which remain subject to the original OPTION OF HOLDER TO ELECT REDEMPTION and which has been or will be delivered 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 AmountCompany.

Mandatory Redemption. If (1) The Company shall not be entitled to redeem any Events of Default shall occur and any such Event of Default continues for an additional ten Preferred Interests, except in accordance with this Section 5.1(d)(viii). (102) Business Days after the Holder provides written notice Subject to the Company that an Event of Default has occurred and specifying Act, on the factual basis therefor then thereafterMaturity 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 all of the then outstanding Preferred Interests for cash at a redemption price per Preferred Interest equal 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 Liquidation Preference as of such Default Notice and date. (23) the Black-Scholes value All redemptions 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 Preferred Interests shall be payable, in cash or cash equivalent, within five accordance with the following rules and procedures: (5A) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If on any redemption the Company fails to pay the Mandatory Redemption Amount within shall, at least thirty (30) days and not more than sixty (60) days before the redemption is to take place, give notice of redemption to each holder of Preferred Interests who at the date the notice is given is the registered holder of a Preferred Interest to be redeemed, but accidental failure to give any such notice to one or more such holders shall not affect the validity 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 redemption; (B) a holder of Preferred Interests may waive notice of redemption or consent to the Holder abridgement of the time for giving such notice, and if the notice is waived the Company shall be deemed to have the right at any time, so long given a notice specifying as the date for redemption the date the redemption actually occurs; (C) a notice of redemption will set out the date on which redemption is to take place, the applicable redemption price and the number of Preferred Interests to be redeemed; (D) on or after the date specified for redemption in such notice the Company remains in default (and so long and will pay or cause to be paid, to or to the extent that there are sufficient authorized shares)order of the holder of Preferred Interests, the applicable redemption price therefor; (E) a Preferred Interest in respect of which the applicable redemption price is paid as provided herein shall thereupon be and be deemed to require the Company, upon written notice be redeemed; ("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 (date for redemption specified in a "Default Exercise"), in lieu notice 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 holder of a pro rata amount from each Holder based on the number of Warrants submitted Preferred Interest called 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 exercise any of the rights of a holder thereof unless payment of the applicable redemption price is not made in accordance with the provisions hereof, in which case the rights of the holder will thereupon be restored; and (G) where notice of redemption has been given by the Company, from the date if and of such notice to the extent that such issuance would cause date of redemption, no transfer of any Preferred Interests may be made by a holder of Preferred Interests to whom 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 Amountnotice was directed.

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 For a six (6)-month period (the “Mandatory Redemption Period”) beginning on the seventh anniversary of the Issue Date (the “Initial Mandatory Redemption Date”), a holder of shares of Series A Preferred Stock may irrevocably elect to require the Corporation to repurchase all or any Events portion of Default shall occur and any such Event holder’s shares of Default continues for an additional ten (10) Business Days after Series A Preferred Stock in accordance with the Holder provides next succeeding sentence by giving irrevocable, written notice to the Company that an Event Corporation at a repurchase price per share, payable in cash, equal to the sum of Default has occurred and specifying (1) the factual basis therefor then thereafter, unless waived by the Holder, , at the option Stated Value per share of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder Series A Preferred Stock plus (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"2) an amount (the "Mandatory Redemption Amount" or the "Default Amount") per share equal to 100% of accrued but unpaid dividends from and including the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on immediately preceding Dividend Payment Date to but excluding the date of such Default Notice and (2) repurchase; provided that the Black-Scholes value Corporation shall provide written notice of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Initial Mandatory Redemption Amount is paid Date to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days each holder of the Date record of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within Series A Convertible Preferred Stock not more than thirty (30) days in advance of the Default Amount Due Initial Mandatory Redemption Date; provided further, then (A) that if the Exercise Price Corporation fails to provide such notice in a timely manner, the Mandatory Redemption Period 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") extended until the Default Amount date which is paid the six-month anniversary of the delivery of such notice but in full, no event earlier than the Initial Mandatory Redemption Date. Such notice shall state the number of shares of Series A Preferred Stock 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 be repurchased and the date that the Event of Default began. Notwithstanding the occurrence of an Event of Defaultrepurchase, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) which shall continue to accrue. On the date that is be at least 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 but no more than twenty (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 (520) Business Days following the delivery of such notice. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for repurchase shall not affect the validity of the date that proceedings for the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery redemption of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all any other shares 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 AmountSeries A 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 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 Net Cash Proceeds thereof (after application of (isuch Net Cash Proceeds in accordance with Section 3.08(a) the Black-Scholes value of the remaining unexercised portion of this Warrant Series A Indenture and the Series C Indenture) 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 the Take-Scholes value 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 Senior Debt, including 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 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) The Securities are subject to redemption on each June 1 and December 1, commencing December 1, 2010, at 100.00% (expressed as a percentage of Default shall occur the principal amount), plus accrued and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice unpaid interest, if any, to the Company that date of redemption, in 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 aggregate principal amount equal to the Company by such Holder sum of (x) $6,000,000 and (y) any Mandatory Redemption Installment Carryover Amount; provided, that the "Default Notice"), the outstanding amount of this Warrant such redemption shall be immediately redeemed by the Company and the Company shall pay reduced to the Holder (extent necessary, so that immediately before and immediately after giving effect to such redemption on a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of pro forma basis: (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 Payment Conditions 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 satisfied; and, (ii) the lowest Market Price that has occurred on any Default Adjustment Date since sum of borrowing availability under the date that the Event of Default began. Notwithstanding the occurrence of an Event of DefaultCredit Agreement, Failure Payments plus unrestricted cash 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 hereunderEquivalents, shall immediately become due and payable, all without demand, presentment be greater than 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 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, $37.5 million; provided further that so long as the borrowing availability under the Credit Agreement is subject to review or dispute pursuant to an ongoing collateral audit or collateral appraisal, the amount of the redemption obligation shall be reduced by such amount as is necessary in the reasonable discretion of the management of the Company remains to ensure that the conditions listed above are satisfied, and the determination as to the amount of any remaining redemption and the requirement to make such remaining redemption shall be deferred until such collateral audit or collateral appraisal has become effective. (b) The amount of the semi-annual redemption obligation shall be reduced by the lesser of the principal amount or purchase price of Securities optionally redeemed or otherwise repurchased by the Issuers during the period from and excluding the immediately preceding semi-annual redemption date to and including the applicable redemption date (or from and including the Issue Date to and including December 1, 2010, in default (and so long the case of the first semi-annual redemption), 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 amount of such prior optional redemptions or more times, from time to time anytime after repurchases exceeds the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") amount 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 repurchase obligation with respect to a given Specified Portion would result in particular semi-annual redemption date, such amount may applied to reduce the a violation amount subject to redemption with respect to subsequent semi-annual redemption dates. (c) Beginning with the fiscal year of the Beneficial Ownership LimitationCompany ending December 31, then that particular Specified Portion shall 2011, promptly following the delivery by the Company (or QD Inc. if it is filing reports as permitted by this Indenture) of annual financial information for each fiscal year in accordance with Section 4.10(i) but in no event later than 105 days after the end of each fiscal year of the Company, the Issuers shall, by written notice in accordance with Paragraph 7 (which notice may be automatically reduced subject to the satisfaction of the conditions to the redemption obligation described above), notify the Holders of the redemption of a value that would cause portion of the number Securities at 100.00% (expressed as a percentage of Default Shares the principal amount), plus accrued and unpaid interest, if any, to be issued the date of redemption, in an aggregate principal amount equal to equal the Maximum PercentageExcess Cash Flow Catch-Up Amount, and shall make such redemption on the Redemption Date; provided, that the amount of such reduction redemption shall be added back reduced to the Unpaid Portion extent necessary, so that immediately before and immediately after giving effect to such redemption on a pro forma basis (a) the Payment Conditions shall be satisfied and (b) the sum of borrowing availability under the Credit Agreement, plus unrestricted cash and Cash Equivalents, shall be greater than or equal to $37.5 million; and provided, further that so long as the borrowing availability under the Credit Agreement is subject to review or dispute pursuant to an ongoing collateral audit or collateral appraisal, the amount of the Default Amountredemption obligation shall be reduced by such amount as is necessary in the reasonable discretion of the management of the Company to ensure that the conditions listed above are satisfied, and the determination as to the amount of any remaining redemption and the requirement to make such remaining redemption shall be deferred until such collateral audit or collateral appraisal has become effective.

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 (a) The Company shall, concurrently with the occurrence of any Events Change of Default shall occur and Control, redeem all outstanding Series A Preferred Shares at a price per share equal to the Change of Control Redemption Price (any such Event redemption, a “Change of Default continues for an additional ten Control Redemption”). Notwithstanding anything in Section 4.01 or Section 4.03 to the contrary, the Company shall provide notice of such Change of Control Redemption at least twenty (1020) Business Days days before the applicable Redemption Date. Notwithstanding the Company’s delivery of any notice of a Change of Control Redemption pursuant to the foregoing sentence, each Holder will have the right by complying with Article V prior to the applicable Redemption Date, to convert (which conversion shall permit such Holder to participate in such Change of Control in the same manner as other holders of Class A Common Stock) all, or any whole number of Series A Preferred Shares that is less than all, of its Series A Preferred Shares into Class A Common Stock pursuant to Section 5.01 prior to any such Change of Control Redemption. (b) The Company shall, concurrently with the occurrence of any Refinancing Event, redeem all outstanding Series A Preferred Shares at a price per share equal to the Refinancing Redemption Price (any such redemption, a “Refinancing Redemption”). Notwithstanding anything in Section 4.01 or Section 4.03 to the contrary, the Company shall provide notice of such Refinancing Redemption at least twenty (20) days before the applicable Redemption Date. Notwithstanding the Company’s delivery of any notice of a Refinancing Redemption pursuant to the foregoing sentence, each Holder will have the right by complying with Article V prior to the applicable Redemption Date, to convert all, or any whole number of Series A Preferred Shares that is less than all, of its Series A Preferred Shares into Class A Common Stock pursuant to Section 5.01 prior to any such Refinancing Redemption. (c) At any time on or after the Holder provides written notice to seventh anniversary of the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, Issue Date, at the option request of the HolderHolder Majority, such option exercisable through the delivery of written notice to the Company will cause all Series A Preferred Shares then outstanding to be redeemed in cash at a price per share (expressed as a percentage of the Current Liquidation Preference per share of the Series A Preferred Shares) equal to 150.00% (such price, the “Holder Redemption Price” and such redemption, a “Holder Redemption”) and the Redemption Date for such redemption shall be a date not later than 90 days after such request is received by the Company; provided that, notwithstanding the foregoing provisions of this clause (c), at any time on or after the seventh anniversary of the Issue Date, at the request of MINKE IMC Inc. (so long as MINKE IMC Inc. is at such time a Holder (the "Default Notice"hereunder), the Company will cause all Series A Preferred Shares then outstanding amount and held by MINKE IMC Inc. to be redeemed in cash at a price per share (expressed as a percentage of this Warrant the Current Liquidation Preference per share of the Series A Preferred Shares) equal to the Holder Redemption Price and the Redemption Date for such redemption shall be immediately redeemed a date not later than 90 days after such request is received by the Company MINKE IMC Inc. (d) If a Material Event Redemption is triggered and the Company shall pay to does not have funds legally available for 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 redemption of all or any specified portion (the "Specified Portion") outstanding shares of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Series A Preferred 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 portion of each Holder Holder’s shares of Series A Preferred Shares (to the extent not converted as provided herein) to the fullest extent of such funds legally available, 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 respective amounts which would otherwise 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 payable 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 Series A Preferred Shares to be issued redeemed if the Company’s legally available funds were sufficient to equal the Maximum Percentageredeem all such shares, and shall redeem the amount remaining shares of such reduction shall be added back to Series A Preferred Shares as soon as practicable after the Unpaid Portion Company has funds legally available therefor. At any time thereafter when additional funds are legally available for the redemption of the Default AmountSeries A Preferred Shares such funds will immediately be used to redeem the balance of the Series A Preferred Shares or such portion thereof as the Company is then able to redeem.

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 (a) In the event of a Change of Control, the principal of and interest on all Series A Notes shall IPSO FACTO become and be immediately due and payable without any Events declaration or other act on the part of Default shall occur and the Trustee or 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 be required to redeem the Series A Notes in accordance with Article Seven of this Indenture. Notwithstanding Section 3.05, upon a Change of Control, the Series A Notes shall be redeemed at a Redemption Price equal to forty-five million Dollars ($45,000,000) and the Company shall also pay all accrued and unpaid interest thereon to the Holder Redemption Date, less any principal amount prepaid by the Company. (b) In the event certain Liens and obligations are incurred, as specified in Section 8.04(2), the Company shall redeem a "Mandatory Redemption") an amount (portion of the "Mandatory Series A Notes, as specified in such Section, at a Redemption Amount" or the "Default Amount") Price equal to 100% of the greater face amount thereof (and Section 3.05(a) shall not be available), and the Company shall also pay all accrued and unpaid interest thereon to the Redemption Date. Optional redemptions made pursuant to Section 3.05(c) shall, for purposes of (iSection 8.04(2), be deemed to have been made as mandatory redemptions pursuant to this Section 3.06(b). All optional redemptions made pursuant to Section 3.05(c) and all mandatory redemptions made pursuant to this Section 3.06(b) shall be aggregated for purposes of determining whether the Black-Scholes value redemption thresholds set forth in Sections 2.02, 8.04(2), 8.15(c) and 16.04(b) of this Indenture and Section 11.9 of the remaining unexercised portion Security Agreement have been satisfied. (c) In the event of this Warrant on the date of such Default Notice and certain asset sales (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 sales of Capital Stock) and expensescertain dividends and distributions, 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 other asset sale or disposition covered 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 redemptionSection 8.11, the Company shall redeem a pro rata portion of the Series A Notes, as specified in such Section, at a Redemption Price equal to 100% of the face 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 thereof (and Section 3.05(a) 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 Percentageavailable), and the amount of such reduction Company shall be added back also pay all accrued and unpaid interest thereon to the Unpaid Portion Redemption Date. All redemptions at less than 100% of face value of the Default AmountSeries A Notes (including, without limitation pursuant to Section 3.05(a)) and this Section 3.06(c) shall not be counted or aggregated for purposes of determining whether the redemption thresholds set forth in Sections 2.02, 8.04(2), 8.15(c) and 16.04(b) of this Indenture and Section 11.9 of the Security Agreement have been satisfied.

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 a. Upon the occurrence of an Event a Change 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 redemptionControl Event, the Company shall redeem all of the outstanding Series A Preferred Units if and when the Managing Member redeems all of the outstanding shares of Series A Preferred Stock of the Managing Member as provided in paragraph (j) of the Articles Supplementary. b. Not more than 30 days after the effective date of a pro rata amount from each Holder based Change of Control Event, the Company shall redeem at the Change of Control Redemption Price all of the Series A Preferred Units then outstanding (the date of such redemption, the “Change of Control Redemption Date”); provided, however, that the Company shall only be required to pay the Change of Control Redemption Price after (i) the satisfaction of any indebtedness obligations existing on the number Change 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 Control Redemption Date, if any, and (ii) to the extent that such issuance would cause redemption can be made out of funds legally available therefor. From and after the Beneficial Ownership Limitation then in effect Change of Control Redemption Date and payment of the Change of Control Redemption Price, (i) distributions shall cease to accumulate on the redeemed Series A Preferred Units, (ii) the redeemed Series A Preferred Units shall no longer be exceeded. If deemed outstanding, and to the extent that the issuance of Default Shares (iii) all rights with respect to a given Specified Portion would result the redeemed Series A Preferred Units shall cease and terminate. Notwithstanding the foregoing, in the a violation event of the Beneficial Ownership LimitationCompany’s failure to deliver the Change of Control Redemption Price at the time and place specified in the Change of Control Redemption Notice, then that particular Specified Portion additional distributions shall be automatically reduced accumulate and accrue with respect to such Change of Control Redemption Price at a value that would cause the number rate of Default Shares to be issued to equal the Maximum Percentage14.0% per annum, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountcompounded quarterly.

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 and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option in Section 3.07 of the HolderIndenture, 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 not be required to make mandatory redemption or sinking fund payments with respect to the Holder (a "Mandatory Redemption") an amount (Securities. 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 2(a) 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 Escrow Issuer shall notify the date Escrow Agent in writing that the Company has determined that a Special Mandatory Redemption Event of Default beganhas occurred, the Escrow Issuer will make a Special Mandatory Redemption at the Special Mandatory Redemption Price. Notwithstanding A Special Redemption Notice will be given by the Escrow Issuer within three Business Days following the occurrence of an Event of Defaulta 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 Special Mandatory Redemption Event or as otherwise required by DTC’s procedures, the Escrow Issuer will redeem the Securities at the Special Mandatory Redemption Price pursuant to the procedures described in the following paragraph on the Special Mandatory Redemption Date. In no event shall the 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 Special Mandatory Redemption Date. On the Business Day prior to the Special Mandatory Redemption Date, together the Escrow Agent shall pay to the Trustee for payment to each Holder the Special Mandatory Redemption Price for such Holder’s Securities 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 Securities outstanding; provided that no such amendment, waiver or modification shall reduce the Holder delivers a Default Exercise Notice to 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. (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 2013, the Indenture Trustee shall occur and any begin a process for soliciting bids in connection with an auction of the Mortgage 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 date bids must be received in such auction (the “Mandatory Auction Date”). The auction shall be conducted as follows and in accordance with the Auction Procedures set forth in Exhibit F to the Sale and Servicing Agreement: (b) 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 remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option such remaining bids if it is equal to or in excess 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 Price. If the "Default Amount") equal to 100highest 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 Holders of 66-2/3% 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 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 a bid meeting the conditions specified in the preceding paragraph, or (iii) the Payment Date on which the Principal Balance of all the Mortgage Loans is reduced to zero. (d) If the Indenture Trustee receives a bid meeting the conditions specified in this Warrant on Section 10.2, the Master Servicer and the Trust shall promptly arrange for the sale of the Mortgage Loans to the winning bidder, the Indenture Trustee shall execute such agreements and termination statements as may be reasonably required or appropriate to release its lien with respect to the Mortgage Loans and Mortgage Files upon payment to it of the bid purchase price and satisfaction of any other terms and conditions of the auction sale. The Indenture Trustee shall cooperate with the Master Servicer and the Trust in their sale of the Mortgage 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 Mortgage Loans. (e) Notice of any termination, specifying the Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee for payment of the final distribution and cancellation (the “Redemption Date”), shall be given promptly by the Indenture Trustee (upon receipt of written directions from the Master Servicer, if the Master Servicer is exercising its right to repurchase of the Mortgage Loans, given not later than the first day of the month preceding the month of such Default Notice final distribution) by letter to the Noteholders mailed not earlier than the 15th day and (2) not later than the Black-Scholes value 25th day of the remaining unexercised portion of this Warrant on the Trading Day immediately month next 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 month 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 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 Mortgage 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 5.4(b) for such Payment Date. (g) In 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 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 Mortgage 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 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 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 in Section 7 below (10) Business Days after as more fully set forth in 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"Indenture), the outstanding amount of this Warrant Company shall not be immediately redeemed by required to make mandatory redemption or sinking fund payments with respect to the Company and Notes. As more fully set forth in the Indenture, on each Interest Payment Date, the Company shall pay make a mandatory redemption of Notes in an aggregate principal amount equal to the Holder Miscellaneous Collateral Cashflow received during the approximately one-month period that ended 5 Business Days prior to such Interest Payment Date (such period having started immediately after the end of the last such period or, in the case of the first redemption pursuant to this paragraph, having started on the Issue Date). Such redemption shall be made 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 principal amount of the remaining unexercised portion of this Warrant on Notes being redeemed. As more fully set forth in the date of such Default Notice and (2) Indenture, unless the Black-Scholes value of Company, not more than 60 days prior to the remaining unexercised portion of this Warrant on relevant Interest Payment Date, delivers to the Trading Day immediately preceding the date Trustee an Officers' Certificate stating 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 Company has determined that the Company fails will not have sufficient liquidity on a projected basis to make the redemptions described in this paragraph and to pay its reasonably necessary expenses and other obligations during 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 upcoming twelve-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 costsperiod, including, without limitation, legal fees interest, Mandatory Amortization Payments and expensesfunding and maintenance of a $7.5 million working capital reserve account, 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 redemptionbut excluding certain dividends, the Company shall make mandatory redemptions of Notes in the amounts of the Scheduled Principal Paydowns on or before the corresponding Interest Payment Dates described in the definition of such term. Such redemptions shall be made at redemption prices equal to 100% of the principal amount of Notes being redeemed. As more fully set forth in the Indenture, certain amounts paid to Holders to purchase Notes pursuant to Section 7(b) below or redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative Notes pursuant to the total number second paragraph 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 this Section 6 shall be automatically reduced to a value that would cause credited against 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 requirements set forth in this paragraph.

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 in such circumstances will be equal to the Holder lesser of: (1) the 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 outstanding will be redeemed), and (2) the maximum principal amount of Energy Notes that can be redeemed out of funds expected to be available therefor on the Mandatory Redemption Date (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 principal amount of Energy Notes they hold, by lot or by such other method as the Fund shall deem fair and equitable, subject to mandatory redemption provisions, if any. The Fund is required to effect such a "Mandatory Redemption") an amount mandatory redemption not later than 40 days after the Asset Coverage Cure Date, as the case may be (the "Mandatory Redemption Amount" Date"), except that if the Fund does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, all of the outstanding Energy Notes of a Series which are subject to mandatory redemption, or the "Default Amount") Fund otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, the Fund will redeem those Energy Notes on the earliest practicable date on which the Fund will have such funds available, upon notice to record owners of Energy Notes and the Paying Agent. The Fund's ability to make a mandatory redemption may be 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 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on accrued interest to the date fixed for redemption, plus (in the case of such Default Notice a Rate Period of more than one year) redemption premium, if any, determined by the Board of Trustees after consultation with the Broker-Dealers 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 set forth in any applicable Specific 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 Provisions (the "Default Amount Due DateMandatory Redemption Price"). 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 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 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 112.5% of the then outstanding principal amount of this Warrant shall be immediately redeemed by Series 1 Bridge Note PLUS accrued and unpaid interest thereon at the Company Note Rate through and including the Company shall pay to Maturity Date and at the Holder (a "Mandatory Redemption") an amount (Default Rate after 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 Maturity Date through and including the date the payment is disbursed (whether by issuance 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, Conversion Shares or a payment in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"cash). 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) if on the lowest Market Price that has occurred on any Default Adjustment Maturity Date since a Registration Statement IS NOT effective with respect to the date that the Event of Default began. Notwithstanding the occurrence of an Event of DefaultConversion Shares, Failure Payments and any other Required Cash Payments (as defined Holder may, 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 Holder'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 three (3) 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. 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, in whole or in part as indicated below, 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 (with the consent of the remaining unexercised portion Construction Lender) to redeem such Bonds using money obtained as a result of this Warrant on a draw upon 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 or in part, 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 as a result of Default began. Notwithstanding the occurrence of an Event event of default under any Bond Mortgage Loan Document and receipt by the Trustee of a written direction by the Credit Facility Provider (with the consent of the Construction Lender) to redeem the Bonds pursuant to the Credit Facility; or (iii) [Intentionally Omitted]; or (iv) [Intentionally Omitted]; or (v) in part, as provided in subsection (c) of this Section 3.01; or (vi) [Intentionally Omitted]; or (vii) in part, at the written direction of the Credit Facility Provider, in the event the Borrower is required to make a Loan Equalization Payment in an amount equal to the Loan Differential pursuant to the Construction Phase Financing Agreement; or (viii) in part, on the Interest Payment Date next following the completion of the rehabilitation of the Project, to the extent amounts remaining in the Project Account of the Bond Mortgage Loan Fund are transferred to the Redemption Fund pursuant to Section 4.02(e) hereof; or (ix) in whole, upon receipt by the Trustee of a written direction by the Credit Facility Provider to redeem the Bonds pursuant to the Credit Facility as a result of the occurrence of a Borrower Default, Failure Payments a Construction Lender Default (provided that no substitute construction lender is substituted in the place and any other stead of the Construction Lender pursuant to the Construction Phase Financing Agreement) or a Direction to Draw; or (x) in whole, at the written direction of the Credit Facility Provider, on or after the Forward Commitment Maturity Date, if the Notice of Conversion is not issued by the Servicer prior to the Forward Commitment Maturity Date; or (xi) in part, upon receipt by the Trustee of (1) a written direction by the Credit Facility Provider to redeem Bonds pursuant to the Credit Facility in the event the Borrower makes a Required Cash Payments Principal Paydown (as defined in the Securities Purchase Reimbursement Agreement) shall continue to accrue. On in accordance with the date that is five (5) Business Days after the Company's receipt terms 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, Reimbursement Agreement and (B2) amounts from the Holder shall have the right at any time, so long as the Company remains in default (and so long and Credit Facility Provider 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") 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 AmountCredit Facility.

Mandatory Redemption. If any Events of Default Notwithstanding anything contained in this Agreement to the contrary, upon the Revolving Loan Maturity Date and thereafter, the Lender shall occur and any such Event of Default continues for an additional ten (10) Business Days after have the Holder provides right, upon written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterBorrower, 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 require that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable, Borrower redeem all Facility Fee Shares and Warrants then in Lender’s possession for 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 Share Value, less any cash proceeds received by the Lender from any previous sales of (i) Facility Fee Shares, if any. In the Exercise Price then in effect, or (ii) event such redemption notice is given by 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 NoticeLender, the Default Amount, together with all other amounts payable hereunder, Borrower shall immediately become due redeem the then remaining Facility Fee Shares and payable, all without demand, presentment or notice, all Warrants in Lender’s possession for an amount 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, Dollars equal to the Specified Portion of the Default Amount divided Share Value, less any cash proceeds received by the Exercise Price in effect on the date such shares are issued Lender from any previous sales of Facility Fee Shares or Warrants, if any, payable by wire transfer 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 an account designated by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. Provided, however, if an Early Termination Notice is provided by Lender, the Lender's rights hereunder to require the redemption of the date Facility Fee Shares and Warrants shall not become effective until six (6) months following the Closing Date. In the event that the Holder delivers a Default Exercise Notice Warrants have not been exercised prior to the Company with the original Warrant (if delivery such date, on each of the original is required hereundersix (6), nine (9) and twelve (12) month anniversaries of the "Default Share Delivery Deadline"). If Closing Date, the Company is unable Borrower agrees, at the sole discretion of the Lender, to redeem all one (1) Warrant for an amount payable by the Borrower to Lender in cash equal to one-third (1/3) of the Share Value, less one-third (1/3) of any net cash proceeds received by the Lender from any previous sales of Facility Fee Shares (such sum, the “Redemption Amount”), provided, however, that redemption 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 pursuant to the total number of Warrants submitted for redemption by all Holders. The Holder this sentence shall not be entitled otherwise adversely affect Lender’s rights to receive Default full redemption of the Facility Fee Shares on a given date if and to Warrants upon 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 Revolving Loan Maturity Date in the a violation aggregate amount of the Beneficial Ownership LimitationShare Value, then that particular Specified Portion shall be automatically reduced to a value that would cause less any cash proceeds received by the number Lender from any previous sales 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 AmountFacility Fee Shares.