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

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

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

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

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

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

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

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

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

Mandatory Redemption. If any Events of Default The Bond shall occur and any such Event of Default continues be subject to mandatory (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 Indenture after the Holder provides Conversion 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 5.03 of this Indenture; (b) in whole or in part on the first Interest Payment Date for which adequate notice can be given in accordance with this Indenture after and to the extent that Insurance Proceeds or a Condemnation Award in connection with the Project are received 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 the Bond, unless the Owner shall have approved a proposed alternative application of such funds and the Trustee 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 of interest on the Bond from gross income of the Owner for federal income tax purposes; (c) in whole on the first Interest Payment Date for which notice can be given to the Owner in accordance with this Indenture following receipt by the Trustee of notice from the Servicer demanding such redemption, following a Determination of Taxability (and the Borrower’s failure to give written notice to the Company Trustee within 15 days of a Determination of Taxability that the Bond will thereafter bear interest at the Taxable Rate) at a redemption price equal to the principal amount thereof, plus accrued interest thereon and Additional Interest; (d) in part on the Conversion Date, in the amount directed in writing to the Trustee by the Servicer pursuant to the Construction Disbursement Agreement; (e) in part on the first day of each calendar month as set forth in Exhibit C to this Indenture (as it may be amended from time to time in accordance with Section 4.07(b)), in the amount set forth opposite such date in Exhibit C; or (f) in whole, on any date following receipt by the Trustee of written 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 thereafterBond, unless waived on any date selected by the HolderServicer, specified in a notice in writing delivered to the Borrower at least 10 days prior to such date; or (g) in whole on any date, at following receipt by the option of the Holder, such option exercisable through the delivery Trustee of written notice from the Owner stating that East West has failed to the Company by such Holder (honor a properly presented drawing under the "Default Notice"), Letter of Credit" or that the outstanding amount issuer 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 AmountConfirming Letter of Credit" 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 both such terms are defined in the Securities Purchase Intercreditor Agreement) shall continue has failed to accrue. On the date that is five (5) Business Days after the Company's receipt honor a properly presented drawing under its Confirming Letter 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.Credit..

Mandatory Redemption. If any Events Net Proceeds of Default shall occur and any such Event loans or sales of Default continues for an additional ten other debt securities (10to include, but not limited to, loans or debt securities related to currently unencumbered assets) Business Days other than Net Proceeds of the Permitted Debt incurred after the Holder provides written notice Date of Closing, 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 full extent of the HolderNet Proceeds so received, such option exercisable through and 75% of the delivery Net Proceeds of written notice to the Company by such Holder (the "Default Notice")an offering of equity securities, the outstanding amount of this Warrant shall be immediately redeemed whether in a public offering or private placement and whether by the Company or any of its Subsidiaries, shall be used to redeem the Notes at the Optional Redemption Price, plus accrued and the Company shall pay unpaid interest (if any) to the Holder date of redemption within 30 days of receipt of such proceeds. Excluded from the foregoing mandatory redemption requirement shall be (a "Mandatory Redemption"a) an amount (proceeds from any equity offering to the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of extent used (i) the Black-Scholes value to acquire substantially all 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 rights to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days Esclim under license as of the Date of Closing, (ii) to refinance the applicable Default Notice (the "Default Amount Due Date"). If senior secured note of the Company fails held by American Home Products Corporation or (iii) to pay make a Permitted Acquisition. Also excluded from the Mandatory Redemption Amount within thirty foregoing mandatory redemption requirement for a period of six months following receipt thereof by the Company shall be up to $7.5 million of proceeds from one or more equity offerings yielding proceeds of less than $7.5 million, which proceeds shall promptly be deposited in a revolving escrow account to be used solely to either (30a) days before the six-month anniversary of the Default Amount Due Datereceipt of such proceeds by the Company, then (A) the Exercise Price shall be permanently decreased (but not increased) (each make 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 effectPermitted Acquisition, or (iib) on or after such six-month anniversary, commence a mandatory redemption of the lowest Market Price that has occurred on any Default Adjustment Date since the date Notes in accordance with this Paragraph 4B; provided, 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 Purchasers shall have the right at any time, so long as the Company remains a perfected first priority security interest 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 amounts held in such amounts as Holder choosesescrow account at all times while any amount is on deposit therein. 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 required to receive Default Shares on redeem Notes pursuant to this Paragraph 4B if the Net Proceeds available to redeem Notes pursuant to this Paragraph 4B are less than $500,000 (which lesser amount shall be carried forward for purposes of determining whether such 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 redemption is required with respect to a given Specified Portion would result in the a violation Net Proceeds from any subsequent loans or offerings 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 Amountdebt or equity securities).

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 shall occur (a) Commencing on February 1, 2019 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 ($33,000,000, 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 plus accrued and unpaid interest thereon to, but not including, the date of redemption; provided that if the Drilling Contract is replaced pursuant to a Drilling Contract Substitution or the termination of the Drilling Contract is rescinded, in each Holder based on case, before the number of Warrants submitted applicable date specified in the immediately preceding subclauses (x) and (y), no redemption shall be required under this Section 3.09(c). (d) Any redemption pursuant to this Section 3.09 shall be made pursuant to Sections 3.02, 3.04, 3.05 and 3.06, and the notices described in Sections 3.01 and 3.03 will be given as soon as practicable for any mandatory redemption by pursuant to Section 3.09(b) or 3.09(c), but such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder notices shall not be entitled required for any mandatory redemption pursuant to receive Default Shares on a given date if and Section 3.09(a). Notices of redemption pursuant to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect Section 3.09 may not be subject 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 Amountconditions precedent.

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

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

Mandatory Redemption. If 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 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. (a) Other than as described in clauses (b) and (c) below, the Company is not required to make mandatory redemption or sinking fund payments with respect to this Note. (b) If the Excess Cash Flow Amount (as defined below) on a Cash Flow Measurement Date is greater than zero, the Company shall within fifteen (15) Business Days of such Cash Flow Measurement Date mail or cause to be mailed, by first-class mail, postage prepaid (or delivered in accordance with the applicable procedures of DTC), a notice of redemption to each Holder whose Securities are to be redeemed at its registered address, with a copy to the Trustee, and shall, no more than ten (10) calendar days after delivery of such notice, redeem (an “Excess Cash Flow Redemption”) the Securities and the Participating Notes (pro rata in accordance with Section 3.13 of the Indenture) in an aggregate principal amount equal to the Excess Cash Flow Notes Amount as of such Cash Flow Measurement Date at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to the date of such redemption. (c) Unless an FPSO Trigger Event has occurred: (1) Upon any Events sale, disposition or transfer of Default any FPSO Interest (an “FPSO Disposition”), the Company shall occur on the date of the consummation of such sale, disposition or transfer (the “FPSO Disposition Date”), mail or cause to be mailed, by first-class mail, postage prepaid (or delivered in accordance with the applicable procedures of DTC), a notice of redemption to each Holder, with a copy to the Trustee, and shall, no less than ten (10) calendar days after such FPSO Disposition Date, (x) redeem (an “FPSO Disposition Redemption”) the Securities and the Participating Notes (pro rata in accordance with Section 3.13 of the Indenture) in an aggregate principal amount (together with accrued and unpaid interest to the date of such redemption) equal to 86.8% of the FPSO Excess Proceeds Amount, and (y) permanently repay or cause to be repaid the Obligations under the Working Capital Facility in an aggregate principal amount (together with accrued and unpaid interest to the date of such repayment) equal to 13.2% of the FPSO Excess Proceeds Amount. (2) With respect to any FPSO Disposition, the Company shall apply all of the Net Cash Proceeds from such FPSO Disposition, other than any amounts subject to Section 3.11(a)(1) of the Indenture, (x) first, to repay or cause to be repaid in full any Indebtedness Incurred under clause (14) or (16) of the definition of “Permitted Indebtedness” (to the extent such Indebtedness was Incurred prior to the FPSO Disposition) and, (y) second, following any such Event repayment in full, (i) to make Capital Expenditures in an aggregate principal amount no less than U.S.$75.0 million (less any amounts expended in respect of Default continues Capital Expenditures and repaid pursuant to subclause (2)(x) above) on any asset that is part of the Collateral; provided that the Company may elect to deem up to U.S.$65 million of Capital Expenditures (provided that each of the Company and the Independent Technical Engineer deliver the respective certificates referred to in clause (ii) below) (less any deemed amounts made pursuant to an election under clause (c) of the second paragraph of Section 4.10 of the Indenture) made (A) on an asset that is part of the Collateral prior to such FPSO Disposition and (B) without using proceeds of Indebtedness Incurred under clause (14) or (16) of the definition of “Permitted Indebtedness”, as having been invested in Capital Expenditures in accordance with the provisions of this clause (2)(y)(i) despite such Capital Expenditure being made prior to the receipt of the Net Cash Proceeds from such FPSO Disposition; provided that the Company shall make such Capital Expenditures or enter into a binding contract to make Capital Expenditures within 180 days of such FPSO Disposition; provided further that any Capital Expenditures pursuant to such a binding contract must be consummated within 270 days of such FPSO Disposition; provided further that pending the final application of any such Net Cash Proceeds, the Company shall deposit such Net Cash Proceeds in an account in which the Collateral Trustee has a perfected security interest for the benefit of the Notes, the Participating Notes and the Obligations outstanding under the Working Capital Facility in accordance with the applicable Lien priorities described in the Intercreditor Agreement; provided further that funds in respect of one or a series of disbursement requests in excess of U.S.$3.0 million for Capital Expenditures under Section 3.11(a)(2)(i) of the Indenture may only be disbursed from the account described in the preceding proviso upon (A) the delivery to the Trustee and the Collateral Trustee of an additional Officer’s Certificate (which certificate shall be delivered including exhibits by the Trustee to any Holder or Beneficial Owner upon request by such Holder or Beneficial Owner) certifying the delivery to the Independent Technical Engineer of sufficient information to enable the Independent Technical Engineer to certify the Company’s compliance with Section 3.11(a)(2)(i) of the Indenture and the reasonableness and appropriateness of each disbursement request for Capital Expenditures (with such information set forth in an exhibit to such Officer’s Certificate); and (B) the delivery to the Trustee and the Collateral Trustee by the Independent Technical Engineer of an Engineer’s Certificate (which certificate shall be delivered by the Trustee to any Holder or Beneficial Owner upon request by such Holder or Beneficial Owner) as to the Company’s compliance with Section 3.11(a)(2)(i) of the Indenture and to the reasonableness and appropriateness of each disbursement request for Capital Expenditures given the information set forth in the exhibit to the Officer’s Certificate; and (ii) to expend an aggregate principal amount on Operating and Maintenance Expenses equal to U.S.$25.0 million (less any amounts expended and repaid pursuant to subclause (2)(x) above (other than amounts expended in respect of Capital Expenditures and repaid pursuant to subclause (2)(x) above)). (d) Upon any FPSO Disposition following an FPSO Trigger Event, the Company shall apply or shall cause to be applied, as applicable, on the FPSO Disposition Date, all Net Cash Proceeds received in connection with such FPSO Disposition in the following order: (1) pro rata among (i), (ii) and (iii): (i) permanently repay or cause to be repaid the applicable ALB Facilities in an aggregate amount equal to U.S.$41.3 million (which shall be applied to Indebtedness under such ALB Facilities secured by a First Lien on the FPSO Interests); (ii) implement an FPSO Disposition Redemption of the Securities and the Participating Notes (pro rata in accordance with Section 3.13 of the Indenture) in an aggregate principal amount equal to U.S.$27.0 million; and (iii) permanently repay or cause to be repaid the Obligations under the Working Capital Facility in an aggregate principal amount equal to U.S.$10.0 million; and (2) to the extent any Net Cash Proceeds remain after application of clause (1) above, the Company shall implement an FPSO Disposition Redemption of the Securities and the Participating Notes (pro rata in accordance with Section 3.13 of the Indenture) in an aggregate principal amount equal to such remaining Net Cash Proceeds. (e) Upon the sale, disposition or transfer of Olinda Star in connection with any voluntary or involuntary restructuring proceeding commenced in the British Virgin Islands (or any other jurisdiction) (an “Olinda Star Disposition”), the Company shall, on the date of the consummation of such sale, disposition or transfer (the “Olinda Star Disposition Date”), mail or cause to be mailed, by first-class mail, postage prepaid (or delivered in accordance with the applicable procedures of DTC), a notice of redemption to each Holder, with a copy to the Trustee, and shall, no less than ten (10) Business Days after the Holder provides written notice to the Company that an Event such Olinda Star Disposition Date, apply 100% 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 Net Cash Proceeds received by the Company or any Subsidiary from such sale to: (1) redeem (an “Olinda Star Disposition Redemption”) the Securities and the Company shall pay Participating Notes (pro rata in accordance with Section 3.13 of the Indenture) in an aggregate principal amount (together with accrued and unpaid interest to the Holder (date of such redemption) equal to such Net Cash Proceeds, at a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater principal amount thereof; or, (2) if (x) creditors under the Working Capital Facility have been granted First Liens on any Collateral relating to Olinda Star or (y) Olinda Star has Guaranteed any Obligations under the Working Capital Facility pro rata among (A) and (B): (A) implement an Olinda Star Disposition Redemption in an aggregate principal amount equal to such pro rata portion of (i) the Black-Scholes value such Net Cash Proceeds, at a redemption price equal to 100% of the remaining unexercised portion of this Warrant on principal amount thereof, together with accrued and unpaid interest to the date of such Default Notice and redemption; and (2f) permanently repay or cause to be repaid the Black-Scholes value of Obligations under the remaining unexercised Working Capital Facility in an aggregate principal amount equal to such pro rata 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 such Net 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 AmountProceeds, together with all other amounts payable hereunder, shall immediately become due accrued 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 unpaid interest 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 Amountrepayment.

Mandatory Redemption. If any Events Upon the occurrence of Default shall occur and any such a Change of Control Event (other than a Public Stock Merger), at the election of Default continues for an additional ten (10) Business Days after the each Holder provides in its sole discretion exercised by written notice to the Company that an Event of Default has occurred and specifying or 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 successor to the Company by such Holder (on or prior to the "Default Notice")Redemption Exercise Date, the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the such Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater outstanding Warrants as 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 Change 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 payableControl Event, an amount 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 immediately available funds equal to the lesser of (i) the Exercise Price then in effectCash Redemption Value for such Warrants, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since not later than 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) 10 Business Days after such Change of Control Event and the Company's receipt Warrants shall thereafter be extinguished. For purposes of the Holder's Default Noticethis Section 6.1, the Default Amount, together with all other amounts payable hereunder, Redemption Exercise Date 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 mean (Ba) the Holder shall have the right at any time, so long as if 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 (entered into 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 definitive agreement with respect to a given Specified Portion would result in Change of Control Event and has provided to the a violation Holders notice of the Beneficial Ownership LimitationChange of Control Event at least 20 Business Days prior to the effectiveness of such event, then the 10th Business Day prior to such event and (b) otherwise, the fifth Business Day following the effectiveness of the Change of Control Event. The “Cash Redemption Value” for any Warrant will equal the fair value of the Warrant as of the date of such Change of Control Event as determined by an Independent Financial Expert plus interest thereon from such date to the payment date at the rate of 5.0% per annum. The Independent Financial Expert will determine the Cash Redemption Value using standard option pricing models for American style options, such as the ▇▇▇-▇▇▇▇▇▇▇▇▇▇ binomial model, assuming for this purpose that particular Specified Portion the Change of Control Event had not occurred and making sure to take into account the intrinsic and option value of the Warrants, but assuming annualized volatility of 110% over the Warrant’s remaining term. The Cash Redemption Value of the Warrants shall be automatically reduced due and payable not later than the tenth Business Day after the date of the applicable Change of Control Event (or, if later, the date the Cash Redemption Value is determined by the Independent Financial Expert) and, if not then paid, shall bear interest thereafter at a default interest rate equal to 5.0% compounded monthly and payable upon demand. If a value that would cause Holder of Warrants does not exercise the number of Default Shares to be issued to equal the Maximum Percentageright provided by this Section 6.1, and the amount of such reduction shall be added back Warrants will remain outstanding as adjusted pursuant to the Unpaid Portion provisions of the Default AmountArticle 5 hereof.

Mandatory Redemption. If any Events In addition to all other rights 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 contained herein, (x) at any time on or after May 11, 2009 (the factual basis therefor then thereafter, unless “Call Date”) if the Equity Conditions shall have been satisfied or waived in writing by the HolderRequired Holders from and including the Notice of Mandatory Redemption Date (as defined below) through and including the Mandatory Redemption Date (as defined below), the Company shall have the right, at the option Company’s option, to redeem (a “Mandatory Call Redemption”) all, but not less than all, of the Holder, Preferred Shares at a price per Preferred Share equal the outstanding Conversion Amount for such option exercisable through Preferred Share (the delivery “Call Redemption Price”) and (y) upon the occurrence of written notice a Change of Control of the Company with aggregate consideration to be paid to the holders of capital stock of the Company by such Holder solely consisting of cash (the "Default Notice"a “Cash Change of Control Event”), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay have the right, at the Company’s option, to the Holder redeem (a "“Mandatory Cash Change of Control Redemption”, and together with the Mandatory Call Redemption, a “Mandatory Redemption"”) an amount (all, but not less than all, of the "Mandatory Redemption Amount" or the "Default Amount") Preferred Shares at a price per Preferred Share in cash equal to 100% of the greater of (i) the Black-Scholes value product (x) the sum of the remaining unexercised portion of this Warrant on the date of such Default Notice Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share and (2y) 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 quotient determined by dividing (A) the Exercise Closing Sale 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, Common Stock immediately following the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all public announcement of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, such proposed Change of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and Control by (B) the Holder shall have Conversion Price and (ii) 115% of the right at sum of the Conversion Amount being redeemed together with 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 accrued but unpaid Dividends per Preferred Share (the "Specified Portion") “Mandatory Cash Change of Control Redemption Price”, and together with 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 THATCall Redemption Price, 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"“Mandatory Redemption Price”). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amount.

Mandatory Redemption. If The Company shall not be required to make any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice mandatory redemption or sinking fund payments with respect to the Company that an Event of Default has occurred and specifying Notes other than as set forth in the factual basis therefor then thereafter, unless waived by immediately following two paragraphs. If (x) the Holder, , at the option consummation of the Holder, such option exercisable through Yellow Asset Acquisition does not occur on or before 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 later 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 NoticeMarch 7, 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, 2024 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 date 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 is five (5) Business Days after any later date to which Yellow and the Company may mutually agree to extend the “Outside Date” in the Acquisition Agreement (such later date described in this clause (x), the “Extended Termination Date”) or (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Yellow Asset Acquisition (the earlier of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if of delivery of such notice described in clause (y) and the original is required hereunder) (Extended Termination Date, the "Default Share Delivery Deadline"“Special Mandatory Redemption Trigger Date”). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem $285 million in aggregate principal amount of Notes then outstanding by a pro rata date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 100% of the principal amount from of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (as defined herein) (the “Special Mandatory Redemption Price”). In the event that the Company becomes obligated to redeem any Notes pursuant to the foregoing paragraph, the Company shall promptly, and in any event not more than five (5) Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the Trustee of such special mandatory redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date”), which date shall be no later than the Special Mandatory Redemption End Date. The Trustee shall then promptly, and in any event within five (5) days of receipt of such notice, deliver such notice to each Holder based holder of Notes at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the 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 Amountredeemed Notes.

Mandatory Redemption. If any Events an Event of Default Loss shall -------------------- occur and any with respect to the Production System or a Significant Portion thereof then, unless, in the case of an Event of Loss with respect to such a Significant Portion where such Significant Portion is rebuilt or replaced pursuant to Section 12.02 of Article XI, EEX shall redeem on the date of payment of the amount required to be paid as a result of such Event of Default continues for an additional ten Loss pursuant to Section 12.02 of Article XI (10the date of any redemption under this Section 3.02 being herein called a "Casualty Redemption Date") (i) Business Days after if the Holder provides written notice Event of Loss shall have occurred with respect to the Company that an Event Production System, the entire unpaid principal amount of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, Secured Notes Outstanding on such Casualty Redemption Date, 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 of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date such unpaid principal amount of such Default Notice Secured Notes, together with any accrued and (2) the Blackunpaid interest thereon to such Casualty Redemption Date and without Make-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Whole 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 any other premium and (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that if 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 Loss 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 occurred 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 Significant Portion of the Default AmountProduction System, such of the unpaid principal amount of the Secured Notes Outstanding on such Casualty Redemption Date (assuming, only for purposes of this calculation, that if such Casualty Redemption Date is coincident with an Installment Payment Date or a Maturity Date, the scheduled principal payment due, if any, on such Casualty Redemption Date on the Secured Notes is paid prior to the time the Redemption Price is calculated pursuant to this Section 3.02(ii) and applied to principal in accordance with Section 4.01) as shall be equal to the product of (x) the entire unpaid principal amount of the Secured Notes Outstanding on such Casualty Redemption Date (assuming, only for purposes of this calculation, that if such Casualty Redemption Date is coincident with an Installment Payment Date or a Maturity Date, the scheduled principal payment due, if any, on such Casualty Redemption Date on the Secured Notes is paid prior to the time the Redemption Price is calculated pursuant to this Section 3.02(ii) and applied to principal in accordance with Section 4.01) and (y) a fraction, the numerator of which shall be the Original Cost of the Significant Portion of the Undivided Interest suffering such Event of Loss and the denominator of which shall be Lessor's Cost, at a redemption price equal to 100% of such unpaid principal amount of the Secured Notes to be redeemed on such Casualty Redemption Date pursuant to the terms of this Section 3.02(ii), together with any accrued and unpaid interest thereon to such Casualty Redemption Date (assuming, only for purposes of this calculation, that if such Casualty Redemption Date is coincident with an Interest Payment Date, the interest due on such Interest Payment Date is paid prior to the time the Redemption Price is calculated pursuant to this Section 3.O2(ii) and applied to interest in accordance with Section 4.01) and without Make-Whole Amount or any other premium; provided that each Holder of a Secured Note shall receive, as to the principal thereof, the same portion of such Redemption Price in its entirety as the principal value of such Secured Note at such Casualty Redemption Date represents of the total value of the principal value of all Secured Notes at such Casualty Redemption Date.

Mandatory Redemption. If (a) At any Events time after a Takeout Credit Facility is entered into, unless a notice of Default redemption for all of the outstanding Notes has been given pursuant to Section 3.07, (i) if and to the extent there is any Incremental Available Amount on any date prior to the date all Obligations under the Existing Credit Facility have been repaid in full, the Company shall occur repay Obligations under the Existing Credit Facility and (ii) if and to the extent there is any remaining Incremental Available Amount on any date once all Obligations under the Existing Credit Facility have been repaid in full (a “Trigger Date”), the Company shall redeem such Event aggregate principal amount of Default continues Notes that may be redeemed with the remaining Incremental Available Amount at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date; provided, however, that the Trigger Date for an additional ten (10any subsequent redemption of Notes pursuant to this Section 3.10(a) Business Days shall not be less than 30 calendar days after the Holder provides written notice immediately previous Trigger Date. Notice of such redemption shall be mailed, with a copy to the Company that an Event Trustee, within five days after the Trigger Date to each Holder of Default has occurred and specifying Notes at its registered address, in accordance with Section 3.03 of this Indenture. (b) At any time after all Obligations under the factual basis therefor then thereafterExisting Credit Facility have been repaid in full, if the aggregate principal amount of Notes outstanding exceeds $10.0 million, unless a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.07 (unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to the proposed date of redemption, or any conditions precedent set forth in such notice are not satisfied or waived by the Holderredemption date specified in such notice), if and to the extent that FEEC shall issue and sell shares of its Capital Stock (other than pursuant to (i) warrants outstanding on the Issue Date, at (ii) warrants issued pursuant to the option Securities Purchase Agreement and Warrant Agreement, (iii) warrants issued with Additional Notes issued under Section 2.13 hereof, (iv) warrants issued or to be issued to Knight Capital Americas, LLC or one or more its affiliates (“Knight”) pursuant to the engagement letter, as amended from time to time, between FEEC and Knight as compensation for the services provided by Knight in connection with the issuance of the HolderNotes and any Additional Notes issued under Section 2.13 hereof or (v) stock options, such option exercisable through restricted stock units, stock appreciation rights or other equity awards made for compensatory purposes to employees, consultants, directors and officers of FEEC or the delivery of written notice to the Company by such Holder (the "Default Notice"Company), FEEC shall contribute the outstanding amount of this Warrant shall be immediately redeemed by net proceeds thereof to the Company and the Company shall pay to redeem such aggregate principal amount of Notes that may be redeemed with the Holder (a "Mandatory Redemption") an amount (net proceeds of such issuance and sale of shares of Capital Stock at the "Special Mandatory Redemption Amount" or Price on the "Default Amount") equal Special Mandatory Redemption Date; provided that FEEC shall not be required to 100% utilize an aggregate amount of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on net proceeds not to exceed $5.0 million since the date of this Indenture as would otherwise be required pursuant to this Section 3.10. Notice 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 redemption shall be mailed, with a copy to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalentTrustee, 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 such net proceeds of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due issuance and payable, all without demand, presentment or notice, all sale of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, shares of collection, and the Capital Stock to each Holder shall be entitled to exercise all other rights and remedies available of Notes 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")its registered address, in lieu accordance with Section 3.03 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 Amountthis Indenture.

Mandatory Redemption. If 10.4.1 In case of a Mandatory Redemption Event, the entire Bond Issue shall be repaid in full according to the following: (i) if the event occurs at any Events time from the Disbursement Date to, but not included, the Interest Payment Date in November 2011 at 105 per cent of Default par plus accrued interests on redeemed amount, (ii) if the event occurs at any time from the Interest Payment Date in November 2011 to, but not included, the Interest Payment Date in November 2012 at 104 per cent of par plus accrued interests on redeemed amount, (iii) if the event occurs at any time from the Interest Payment Date in November 2012 to, but not included, the Interest Payment Date in November 2013 at 103 per cent of par plus accrued interests on redeemed amount, (iv) if the event occurs at any time from and included the Interest Payment Date in November 2013 to, but not included, the Interest Payment Date in November 2014 at 102 per cent of par plus accrued interests on redeemed amount; and (v) if the event occurs at any time from and included the Interest Payment Date in November 2014 to, but not included, the Maturity Date at 101 per cent of par plus accrued interests on redeemed amount. For the avoidance of doubt, the redemption price shall occur be determined based on the date the Mandatory Redemption Event occurred and not based on the date the repayment is carried out. 10.4.2 Mandatory Redemption Event shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders and at least thirty Business Days prior to the relevant settlement date of the Mandatory Redemption Event. 10.4.3 On the settlement date of the Mandatory Redemption, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, in respect of each such Bond, the principal amount of such Bond (including any premium as stated above) and any such Event of Default continues for an additional ten (10) Business Days after unpaid interest accrued up to and including 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 relevant settlement date. 10.4.4 Bonds 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 Issuer in accordance with 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 Clause shall be payable, in cash or cash equivalent, within five (5) business days of discharged against 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 AmountOutstanding Bonds.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days 2.3.2.1 The Issuer shall, on the first Payment Date that occurs at least 120 days after the Holder provides written notice end of the fiscal year in which the Short Term Working Capital Series Notes were issued, prepay an aggregate principal amount of the Short Term Working Capital Series Notes in an amount equal to (a) 50% of the amount of Excess Cash for such fiscal year multiplied by (b) a fraction, (i) the numerator of which is equal to the Company that an Event aggregate outstanding principal amount of Default has occurred Short Term Working Capital Series Notes immediately prior to such prepayment and specifying (ii) the factual basis therefor then thereafterdenominator of which is the sum of: (A) the aggregate principal amount of all Letter of Credit Advances outstanding under all Letter of Credit Facilities and all New Notes in each case outstanding immediately prior to any prepayment thereof from such Excess Cash on such date, unless waived plus (B) the aggregate Available Amount of all Letters of Credit outstanding under all Letter of Credit Facilities immediately prior to any reduction thereof in respect of such Excess Cash on such date, minus (C) the aggregate amount of cash and investments thereof credited to the L/C Collateral Accounts in respect of all Letter of Credit Facilities immediately prior to any deposits made to such accounts in respect of such Excess Cash on such date. Each such prepayment shall be applied ratably to reduce the amount of the remaining scheduled principal payments (not including the Payment Date on which such payment is made) under the Short Term Working Capital Series Notes. 2.3.2.2 The Issuer shall, on the first Payment Date occurring at least 180 days after the date of any Asset Sale by the HolderIssuer or any of its Subsidiaries (excluding Asset Sales in the ordinary course of business), , at the option prepay an 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 (a "Mandatory Redemption") Short Term Working Capital Series Notes in an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to (a) 100% of the greater Net Cash Proceeds from such Asset Sale less the sum of the proceeds of such Asset Sale that shall have been used for Capital Expenditures prior to such Payment Date as permitted by subsection (e) of the Negative Covenants in Annex C and, if such Asset Sale consists of a Sale of Ecuadorian Assets, the amount of Net Cash Proceeds of such Asset Sale required to be applied in accordance with Section 2.04(j) of the Letter of Credit Issuance and Reimbursement Agreement multiplied by (b) a fraction, (i) the Black-Scholes value numerator of which is equal to the remaining unexercised portion aggregate outstanding principal amount of this Warrant on the date of Short Term Working Capital Series Notes immediately prior to such Default Notice prepayment and (2ii) the Black-Scholes value denominator of which is 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 sum of: (A) the Exercise Price aggregate principal amount of all Letter of Credit Advances outstanding under all Letter of Credit Facilities and all New Notes in each case outstanding immediately prior to any prepayment thereof from such Net Cash Proceeds on such date, plus (B) the aggregate Available Amount of all Letters of Credit outstanding under all Letter of Credit Facilities immediately prior to any reduction thereof in respect of such Net Cash Proceeds on such date, minus (C) the aggregate amount of cash and investments thereof credited to the L/C Collateral Accounts in respect of all Letter of Credit Facilities immediately prior to any deposits made to such accounts in respect of such Net Cash Proceeds on such date. Each such prepayment shall be permanently decreased applied ratably to reduce the amount of the remaining scheduled principal payments (but not increasedincluding the Payment Date on which such payment is made) (each a "Default Adjustment") under the Short Term Working Capital Series Notes. 2.3.2.3 On any date on which the first Trading Day Issuer shall, at its option, prepay, redeem, repurchase or in any manner defease or discharge any outstanding principal amount of each calendar month thereafter (each a "Default Adjustment Date") until any Long Term New Notes or Long Term Debt prior to the Default Amount is paid in full, to a price scheduled maturity thereof the Issuer shall prepay an aggregate principal amount of the Short Term Working Capital Series Notes equal to the lesser product of: (a) the aggregate principal amount of the Short Term Working Capital Series Notes outstanding at such time, multiplied by (b) a fraction of which: (i) the Exercise Price then numerator is equal to the aggregate principal amount of such Long Term New Notes or Long Term Debt, as applicable, that is the subject of such prepayment or discharge (in effecteach case immediately prior thereto), or and (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 denominator 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 aggregate principal amount of such reduction shall be added back Long Term New Notes or such Long Term Debt outstanding immediately prior to the Unpaid Portion of the Default Amountsuch prepayment or discharge.

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 August 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 2015 (the "Default Notice"“ Special Redemption Date ”), the outstanding amount of this Warrant Issuer shall be immediately redeemed by required to redeem for cash a portion (the Company and the Company shall pay “ Special Redemption Amount ”) of Senior Toggle Notes equal to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater product of (ix) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice $30,000,000 and (2y) 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) one and (ii) a fraction the Exercise Price numerator of which is the aggregate principal amount outstanding on the Special Redemption Date of the Senior Toggle Notes for United States federal income tax purposes and the denominator of which is $1,330,000,000, as determined by the Issuer in good faith and rounded to the nearest $2,000 (such redemption, the “ Special Redemption ”). The redemption price for each portion of a Senior Toggle Note so redeemed pursuant to the Special Redemption will equal 100% of the principal amount of such portion plus any accrued and unpaid interest thereon to the Special Redemption Date. (b) On the first Interest Payment Date following the fifth anniversary of the “issue date” as defined in Treasury Regulation Section 1.1273-2(a)(2) of each series of Notes ( i.e., the Senior Cash Pay Notes and Senior Toggle Notes), and on each Interest Payment Date thereafter, the Issuer shall redeem a portion of the principal amount of each then outstanding Note in effectsuch series in an amount equal to the AHYDO Catch-Up Payment for such Interest Payment Date with respect to such Note. The “ AHYDO Catch-Up Payment ” for a particular Interest Payment Date with respect to each Note in a series means the minimum principal prepayment sufficient to ensure that as of the close of such Interest Payment Date, or the aggregate amount which would be includible in gross income with respect to such Note before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Code) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on such Note (including for this purpose any AHYDO Catch-Up Payments) before the close of such Interest Payment Date plus (ii) the lowest Market Price that has occurred on any Default Adjustment Date since product of the date that the Event issue price of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (such Note 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 1273(b) of the unpaid portion Code ( i.e. , the first price at which a substantial amount of the Notes in such series is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the "Unpaid Portion"meaning of Section 163(i)(2)(B) of the Default AmountCode), a number (with the "Default Share Amount"result that such Note is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of shares (the "Default Shares"Code; provided , however , for avoidance of doubt, that if the yield to maturity of such Note is less than the amount described in Section 163(i)(1)(B) 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 THATCode, the Holder may require that such payment of shares AHYDO Catch-Up Payment 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 zero 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 Interest Payment Date with respect to a given Specified Portion would result in such Note. This Section 3.08(b) shall be interpreted consistently with the a violation intent that no Senior Cash Pay Note and that no Senior Toggle Note shall be an “applicable high yield discount obligation” (an “ AHYDO ”) within the meaning of Section 163(i)(1) of the Beneficial Ownership Limitation, then that particular Specified Portion Code. The computations and determinations required in connection with any AHYDO Catch-Up Payment shall be automatically reduced to a value that would cause made by the number of Default Shares to be issued to equal the Maximum Percentage, Issuer in its good faith reasonable discretion and the amount of such reduction shall be added back to binding upon the Unpaid Portion of the Default AmountHolders absent manifest error.

Mandatory Redemption. If funds are on deposit in the Bond Fund for redemption of Series 2016 Bonds pursuant to Sections 4.1 and 4.2 of the Financing Agreement, the Series 2016 Bonds shall be subject to redemption by the Issuer on any Events date (so long as the Series 2016 Bonds bear interest at the Prime Rate), in whole or in part (in inverse order of Default shall occur maturity), at 100% of the principal amount thereof plus accrued interest to the redemption date and without premium. Notice of Redemption . In the case of redemption of Series 2016 Bonds pursuant to Section 5.1 hereof, notice of the call for any such Event redemption identifying the Series 2016 Bonds, or portions of Default continues for an additional fully registered Series 2016 Bonds, to be redeemed shall be given by mailing a copy of the redemption notice by first class mail not less than ten (10) Business Days days nor more than sixty (60) days prior to the date fixed for redemption to the registered Owner of each Series 2016 Bond to be redeemed at the address shown on the registration books. Such notice of redemption shall specify the CUSIP number and, in the event of a partial redemption the Series 2016 Bond numbers and called amounts of each Series 2016 Bond, the redemption date, redemption price, interest rate, maturity date and the name and address of the Trustee and the Paying Agent. On and after the Holder provides written notice to redemption date specified in the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holderaforesaid notice, such option exercisable through Series 2016 Bonds, or portions thereof, thus called shall not bear interest, shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the delivery of written notice 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") 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 collectionIndenture, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder Bondholders thereof shall have the right at any time, so long as to receive only the Company remains in default (and so long and redemption price thereof plus accrued interest thereon to the extent that there are sufficient authorized shares), date fixed for redemption. Notice of any redemption hereunder required 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 registered owners with respect to Series 2016 Bonds held under a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion book entry system shall be automatically reduced given by the Trustee both to a value that would cause the number Depository, or its nominee, as the Bondholder of Default Shares to be issued to equal the Maximum Percentagesuch Series 2016 Bonds, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountThe Huntington National Bank.

Mandatory Redemption. If any Events Except as set forth under Sections 4.10 and 4.15, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDSSECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS. In the event that, pursuant to Section 4.10, the Company shall be required to commence an offer to all Holders to purchase Notes (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 written 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 (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 notice to the Company Trustee and each of the Holders, with a copy to the Trustee. 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: (a) that an Event the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 and the length of Default has occurred time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and specifying the factual basis therefor then thereafterPurchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless waived the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) 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; (f) 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 depository, 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; (g) that Holders shall be entitled to withdraw their election if the Company, the depository 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; (h) 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 (i) 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 3.09. The Company, the Depository 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 written request 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 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 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the Holder. The Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within five (5) business days provisions 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 AmountSections 3.01 through 3.06.

Mandatory Redemption. If on the twentieth anniversary of the Measurement Date and on each anniversary of the Measurement Date thereafter until the Series B Preferred Stock is fully retired (a "Redemption Date"), all shares of the Series B Preferred Stock have not been previously converted or redeemed and if the closing price of Common Stock into which the shares of any Events outstanding series of Default shall occur and any Series B Preferred Stock are convertible is less than the applicable Conversion Price for such Event series of Default continues Series B Preferred Stock for an additional ten a period of 30 consecutive trading days during the immediately preceding 12-month period (10) Business Days after such series of Series B Preferred Stock being referred to as the Holder provides written notice to "Mandatorily Redeemable Preferred Stock"), then the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, shall, at the option of the Holdereach holder of shares of Mandatorily Redeemable Preferred Stock not converted or redeemed, 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, redeem 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) one-fifth of the Exercise Price then in effect, shares of the Mandatorily Redeemable Preferred Stock held of record by such holder or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since number of shares equal to the date that quotient resulting from dividing such holder's pro rata share of the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Available Cash Payments (as defined in hereinafter defined) by the Securities Purchase Agreementredemption price per share. The term "Available Cash" means the lesser of (A) shall continue to accrue. On the date that is five (5) Business Days after amount of cash legally available for the Company's receipt redemption of stock by 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 Company 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 amount of cash available, if any, for the right at any time, so long as redemption of stock by the Company remains without materially disrupting the business of the Company as carried on in default (and so long and the normal course, as determined in good faith by the Board of the Company. Notwithstanding anything herein to the extent contrary, if the redemption of any shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded under this Section VII.C would result in a default, an event of default or an event 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 passage of time or the original is required hereunder) (the "Default Share Delivery Deadline"). If giving of notice, or both, would become a default or an event of default under any contract, agreement, commitment or other contractual obligation to which the Company is unable to redeem all of the Warrants submitted for redemptiona party, bound or subject to, the Company shall not be obligated to redeem a any of the shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded under this Section VII.C. A holder's pro rata amount from each Holder based on the number share 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 Available Cash with respect to a given Specified Portion shares of Mandatorily Redeemable Preferred Stock for which redemption has been demanded shall be determined ratably based upon the respective amounts which would result be payable on such shares if all amounts payable upon redemption of all shares for which redemption has been demanded were paid in the a violation full. The redemption price per share of the Beneficial Ownership Limitation, then that particular Specified Portion Series B Preferred Stock shall be automatically reduced $1,000.00 plus all accrued and unpaid dividends as of the applicable Redemption Date, whether or not earned or declared. Any holder of Series B Preferred Stock may exercise its option to a value that would cause the number of Default Shares redeem shares pursuant to be issued to equal the Maximum Percentagethis Section VII.C at any time after an applicable Redemption Date but prior to, and such option shall expire at 5:00 p.m., Houston, Texas, time on, the amount of such reduction shall be added back to 30th day after the Unpaid Portion of the Default Amountapplicable Redemption Date.

Mandatory Redemption. If On each of the First Mandatory Redemption Date, and the Second Mandatory Redemption Date (each, a “Mandatory Redemption Date”), the Company shall redeem the applicable Mandatory Redemption Amount (such redemption, the “Mandatory Redemption”). The Mandatory Redemption Amount payable on the applicable Mandatory Redemption Date shall be paid in cash; provided, however, that subject at all times to the provisions of this Section 6(b), upon 20 Trading Days’ prior written irrevocable notice (the “Mandatory Redemption Notice”), in lieu of a cash redemption payment, the Company may elect to pay all or part of the Mandatory Redemption Amount in Conversion Shares based on a conversion price equal to 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Mandatory Redemption Date (subject to adjustment for any Events of Default shall occur stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period) (the price calculated during the 20 Trading Day period immediately prior to the Mandatory Redemption Date, the “Mandatory Conversion Price” and any such Event of Default continues for an additional ten 20 Trading Day period, the “Mandatory Conversion Period”) Notwithstanding the foregoing, the Company may not pay the Mandatory Redemption Amount in Conversion Shares unless (10i) Business Days after from the date the Holder provides written notice to receives the Company that an Event duly delivered Mandatory Redemption Notice through and until the date the Mandatory Redemption is paid in full, all of Default has occurred and specifying the factual basis therefor then thereafterEquity Conditions shall have been satisfied, unless waived in writing by the Holder, , at and (ii) prior to the option Mandatory Conversion Period (but not more than 5 Trading Days prior to the commencement of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"Mandatory Conversion Period), the outstanding Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against the Mandatory Redemption Amount equal to the quotient resulting from dividing (A) the Mandatory Redemption Amount, by (B) 90% of the average of the 20 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Mandatory Redemption Notice (the “Mandatory Pre-Redemption Conversion Shares”). The Holder shall have the absolute right (but not the obligation) to convert, pursuant to Section 4(a), any principal amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay Debenture subject to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal 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, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted prior to the date the Mandatory Redemption Amount is paid in full shall be first applied to the Holder. The principal amount subject to the Mandatory Redemption Amount payable in cash and then to the Mandatory Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted prior to the Mandatory Conversion Period shall be payableapplied against the Mandatory Redemption Amount scheduled to be redeemed hereunder; provided, however, that, if any such conversion is applied against the Mandatory Redemption Amount, the Periodic Pre-Redemption Conversion Shares, if any were issued in cash connection with the Mandatory Redemption or cash equivalentwere not already applied to such conversions, within five (5) business days shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay the Mandatory Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the Date holders of the applicable Default Notice then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the "Default Amount Due Date")Purchase Agreement. If At the time the Company fails delivers the notice to the Holder of its election 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 file a pro rata amount from each Holder based on the number of Warrants submitted for redemption by prospectus supplement pursuant to Rule 424 disclosing 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 Amountelection.

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 Investment Company Act or Maryland law. The redemption price per Tortoise Note in the event of any mandatory redemption will be the principal amount, plus an amount of such reduction shall be added back equal to accrued but unpaid interest to the Unpaid Portion date fixed for redemption, plus (in the case of a Rate Period of more than one year) a redemption premium, if any, determined by the Default AmountBoard of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions (the "Mandatory Redemption Price").

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice The Series A Preferred Stock shall, subject to the Company that an Event of Default has occurred limitations described herein, be subject to mandatory redemption, to the extent it may lawfully do so, in three equal annual installments on June 15, 2007, June 15, 2008 and specifying the factual basis therefor then thereafterJune 15, unless waived by the Holder2009 (each a "Redemption Date"), in each case, from funds legally available therefor, at the option a price per share of the Holder, such option exercisable through the delivery of written notice Series A Preferred Stock equal to the Company by such Holder $1 per share (the "Default NoticeSeries A Redemption Price"), the outstanding together with an amount of this Warrant shall be immediately redeemed by the Company representing accrued and the Company shall pay unpaid dividends, whether or not declared, to the Holder date of redemption (the "Series A Redemption Date"). Each such date on which the Corporation is required to redeem shares of Series A Preferred Stock is hereinafter referred to as a "Mandatory RedemptionRedemption Date". Any shares of Series A Preferred Stock which have been issued and have been redeemed, repurchased or reacquired in any manner by the Corporation (other than through the operation of this mandatory redemption provision) an amount (the "prior to any Mandatory Redemption Amount" or Date may be credited by the "Default Amount") equal Corporation against the number of shares of Series A Preferred Stock required to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant be redeemed on any Mandatory Redemption Date after the date of such Default Notice other redemption, repurchase or reacquisition, unless such shares have been previously so credited. The Corporation shall cause to be mailed to each holder of Series A Preferred Stock, at their last addresses as they shall appear upon the Series A Preferred Stock Register, at least 30 and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that not more than 60 days prior to the Mandatory Redemption Amount is paid Date, a notice stating the number of shares of Series A Preferred Stock owned by such holder that are 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 redeemed on the Mandatory Redemption Amount within thirty (30) days of Date. Except as otherwise required by law, 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, failure to a price equal to the lesser of (i) the Exercise Price then in effectgive any such notice, or (ii) any defect therein, shall not affect the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event validity of Default begansuch a redemption. 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 terms of the Holder's Default Noticeforegoing paragraphs, 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 Corporation shall be entitled obligated 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 redeem Series A Preferred Stock 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 mandatory 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 herein described only to the extent that such issuance would cause Series A Preferred Stock can be redeemed without contravening or causing a default under any contract, agreement or other instrument by which any of the Beneficial Ownership Limitation then in effect to be exceededCorporation or its subsidiaries or any of their property is bound. If and on any Mandatory Redemption Date the Corporation shall not be obligated, by reason of the operation of the foregoing paragraph, to redeem shares of Series A Preferred Stock, then the Corporation shall be obligated, to the extent and on the first date after such Mandatory Redemption Date on which the limitations described in the foregoing paragraph shall no longer apply (the "Delayed Redemption Date"), to redeem the number of shares of Series A Preferred Stock which it would have been obligated to redeem on the Mandatory Redemption Date, at a price per share of Series A Preferred Stock equal to the Series A Redemption Price; it being understood that in any event the issuance unpaid dividends included in such Redemption Prices shall have accrued at the respective Base Rate or the Special Rate, as the case may be, as provided in Section 2. The Series A Preferred Stock may be redeemed at the Corporation's option (subject to the legal availability of Default Shares funds) at any time, in whole or in part, at a price per share equal to the Redemption Price. The Corporation shall cause to be mailed to each holder of Series A Preferred Stock, at their last addresses as they shall appear upon the Series A Preferred Stock Register, at least 30 and not more than 60 days prior to the Optional Redemption Date, a notice stating the date on which such redemption is expected to take place (the "Optional Redemption Date") and, if less than all the shares of Series A Preferred Stock are to be redeemed, the notice shall also specify the number of shares of Series A Preferred Stock owned by such holder that are to be redeemed. Except as otherwise required by applicable law, the failure to give any such notice, or any defect therein, shall not affect the validity of such a redemption. If less than all the shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed shall be redeemed, on a pro rata basis, according to the number of shares of Series A Preferred Stock held by each holder. On or after the Mandatory Redemption Date, the Optional Redemption Date or the Delayed Redemption Date, as the case may be, the holders of shares of Series A Preferred Stock which have been redeemed shall surrender their certificates representing such shares to the Corporation at its principal place of business or as otherwise notified, 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 cancelled. Notice having been given as aforesaid, from and after the Mandatory Redemption Date, the Optional Redemption Date or the Delayed Redemption Date, as the case may be, unless there shall have been a default in payment of the redemption price, all rights of the holders of such redeemed shares of Series A Preferred Stock, except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates, shall cease with respect to a given Specified Portion would result in such shares, and such shares shall not thereafter be transferred on the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall Series A Preferred Stock Register or 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 of such reduction shall be added back to the Unpaid Portion of the Default Amountoutstanding for any purpose whatsoever.

Mandatory Redemption. If any Events of Default (a) The Trustee shall occur and any such Event of Default continues for an additional ten (10) Business Days after be required to redeem the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafterCertificates in whole, unless waived by the Holder, or in part, at the option Redemption Price equal to the Principal amount thereof Outstanding, together with all accrued Interest thereon through the Redemption Date and with the Government Termination Redemption Premium, if the Company or the Government advises the Trustee that the Government is exercising its right to terminate the ESPC Task Order, in whole or in part, pursuant to the "termination for convenience of the HolderGovernment" right contained therein. (b) The Trustee shall be required to redeem Certificates, such option exercisable in whole or in part, at the Redemption Price equal to the Principal amount thereof Outstanding, with all accrued Interest thereon through the delivery Redemption Date, if the Company advises the Trustee that the ESPC Project has been damaged or destroyed by fire or other casualty, or becomes subject to condemnation or taking by eminent domain, and the available insurance or condemnation proceeds are to be applied in redemption of written notice Certificates pursuant to the Company by such Holder requirements of Sections 7.20(g) or (the "Default Notice")h) hereof. (c) If Certificates are to be redeemed in part pursuant to Section 5.3(a) hereof, the outstanding Principal amount of this Warrant such Certificates to be redeemed shall be immediately redeemed by the Company and the Company shall pay an amount equal to the Holder (a "Mandatory Redemption"principal portion of the termination payment proceeds. If Certificates are to be redeemed in part pursuant to Section 5.3(b) an hereof, the Principal amount (the "Mandatory Redemption Amount" or the "Default Amount") of such Certificates to be redeemed shall be equal to 100% the amount of the greater of available insurance or condemnation proceedings received. (id) the Black-Scholes value of the remaining unexercised portion of this Warrant Any redemption pursuant to Section 5.3(a) or 5.3(b) hereof shall be made on a Redemption Date which shall be 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 after the Default Amount Due Date, then (Adate on which the available termination payment proceeds received in connection with a Section 5.3(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 effectevent, or the available casualty or condemnation proceeds received in connection with a Section 5.3(b) event, are received by the Trustee (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 or if such day is five (5) not a Business Days after the Company's receipt of the Holder's Default NoticeDay, 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 sharespreceding Business Day), 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 The Corporation shall occur and any such Event of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option mandatorily redeem all of the Holderoutstanding shares of Series C-1 Preferred Stock for cash on July 31, such option exercisable through the delivery of written notice to the Company by such Holder 2007 (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater of (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on the date of such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payable), in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each at a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a redemption price equal to the lesser of (iLiquidation Price per share. No Mandatory Redemption pursuant to this Section 5(a) the Exercise Price then in effectshall be made unless and until all outstanding Repriced Preferred Stock has been converted, repurchased, redeemed or otherwise retired, or (ii) the lowest Market holders of the Repriced Preferred Stock have consented thereto in accordance with the requirements of the Corporation's certificate of incorporation. If a Mandatory Redemption cannot occur by reason of this paragraph, the Corporation shall redeem all of the outstanding shares of Series C-1 Preferred Stock as provided herein on the first Business Day after all outstanding Repriced Preferred Stock has been so converted, repurchased, redeemed or otherwise retired or after the holders of the Repriced Preferred Stock shall have consented to such redemption. If, upon any Mandatory Redemption, funds are not legally available to the Corporation for redemption of all the shares of Series C-1 Preferred Stock, the Corporation shall redeem on such date, at the applicable redemption price, pro rata among the Holders based on the Liquidation Price of their shares, that number of shares of Series C-1 Preferred Stock which it can lawfully redeem, and from time to time thereafter, as soon as funds are legally available, the Corporation shall redeem at the applicable redemption price shares of Series C-1 Preferred Stock pro rata among the Holders until the Corporation has occurred on any Default Adjustment Date since redeemed the date shares of Series C-1 Preferred Stock in full. In the event that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined Corporation is in arrears in the Securities Purchase Agreement) shall continue redemption of its Series C-1 Preferred Stock pursuant to accrue. On the date that is five a Mandatory Redemption (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expensesby reason of the fact that sufficient funds are not legally available to pay the redemption price), or a mandatory redemption cannot occur by reason of collectionthe fact that the Repriced Preferred Stock remains outstanding, and the Holder shall be entitled Corporation may not (i) purchase, redeem or pay dividends on any Junior Stock or (ii) make any mandatory purchase or redemption of any Series C-1 Preferred Stock or Parity Securities except pro rata according to exercise all other rights and remedies available at law such obligations then due or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent arrears. Any shares of Series C-1 Preferred Stock that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect not redeemed on the scheduled redemption date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect continue to be exceeded. If outstanding and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default Amountaccrue dividends until redeemed.

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

Mandatory Redemption. If any Events of Default shall occur (a) Except as set forth in Section 3.08(b) 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"c), the outstanding amount Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. Under certain circumstances, the Issuer may be required to offer to purchase the Notes (a) upon the occurrence of this Warrant an Asset Sale pursuant to Section 4.10, (b) upon the occurrence of a Change of Control pursuant to Section 4.14 or (c) upon the occurrence of a Regulatory Capital Release Event pursuant to Section 4.20. The Issuer and its Affiliates may at any time and from time to time purchase the Notes in the open market, by tender offer, negotiated transactions or otherwise. (b) If the Issuer (i) fails to make the Additional Escrow Deposits within three (3) days of the applicable deposit date set forth in the Escrow Agreement or the Issuer notifies the Trustee and the Escrow Agent in writing that the Escrow Release Conditions are not satisfied on or prior to November 27, 2020, or such earlier date as the Trustee and the Escrow Agent are notified in writing by the Issuer that the Merger Agreement has been terminated or that the Escrow Release Conditions will not be satisfied, the Issuer shall be immediately redeemed by required to redeem all of the Company and then outstanding Notes on the Company shall pay to the Holder third (3rd) business day thereafter 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 issue price of the remaining unexercised portion of this Warrant on the date of such Default Notice Notes, 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 the Mandatory Redemption Amount is paid unpaid interest, if any, 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 increasedincluding) (each a "Default Adjustment") on the first Trading Day redemption date. The Issuer shall instruct the Escrow Agent to release and apply the Escrowed Property to pay for any such redemption. Any Escrowed Property remaining after the release and application of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, Escrowed Property to a price equal pay for such redemption shall be released to the lesser of Issuer. (ic) If any GAIN 2022 Convertible Notes remain outstanding after the Exercise Price then Escrow Release Date and following the Fundamental Change Repurchase Date set forth 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 Fundamental Change Notice (as defined in the Securities Purchase AgreementGAIN 2022 Convertible Notes Indenture) delivered with respect thereto, the Issuer shall continue be required to accrue. On redeem the Notes in an amount equal to the aggregate principal amount of the GAIN 2022 Convertible Notes that remain outstanding after the Fundamental Change Repurchase Date at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date); provided that such redemption will occur upon not less than ten (10) nor more than sixty (60) days’ notice, which is mailed by first-class mail (or, in the case of Global Notes, transmitted in accordance with the applicable procedures of DTC) within twenty-five (525) Business Days after the Company's receipt of Escrow Release Date and otherwise in accordance with the Holder's Default NoticeApplicable Procedures. (d) Other than as specifically provided in this Section 3.08, 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 any redemption pursuant to this Section 3.08 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 made 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 provisions 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 AmountSections 3.01 through 3.06.

Mandatory Redemption. If (a) In the event that (i) the Acquisition is not consummated on or prior to July 31, 2015 (the “Acquisition Longstop Date”), (ii) in the reasonable judgment of the Issuer, the Acquisition will not be consummated by the Acquisition Longstop Date or (iii) the Acquisition Agreement terminates at any Events time prior to the Acquisition Longstop Date (the date of Default shall occur and any such Event of Default continues for an additional ten event referred to in clauses (10i)-(iii) Business Days after above being 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"“Special Termination Date”), the outstanding amount Issuer will redeem all of this Warrant shall be immediately redeemed by the Company and Notes (the Company shall pay to the Holder (a "“Special Mandatory Redemption"”) an amount at a price (the "“Special Mandatory Redemption Amount" or the "Default Amount"Price”) equal to 100% of their principal amount, plus accrued and unpaid interest, if any, from the greater of (i) Issue Date to 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 Special 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 below) (subject to the Securities Purchase Agreementright of holders of record on the relevant record date to receive interest due on the relevant interest payment date). (b) Notice of the Special Mandatory Redemption will be delivered by the Issuer, no later than one Business Day following the Special Termination Date, to the Trustee and the Paying Agent, and will provide that the Notes shall continue to accrue. On the be redeemed on a date that is five no later than the fifth Business Day after such notice is given by the Issuer (5the “Special Mandatory Redemption Date”). (c) Business Days after On the Company's receipt of the Holder's Default NoticeSpecial Mandatory Redemption Date, the Default AmountIssuer shall pay to the Paying Agent for payment to each Holder the Special Mandatory Redemption Price for such Holder’s Notes. (d) If at the time of such Special Mandatory Redemption, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby the Notes are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collectionlisted on the Irish Stock Exchange, and the Holder shall rules of the Irish Stock Exchange so require, the Issuer will notify the Irish Stock Exchange that the Special Mandatory Redemption has occurred and any relevant details relating to such Special Mandatory Redemption (e) Other than the Special Mandatory Redemption, the Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may be entitled required to exercise all other rights offer to purchase the Notes as described under Section 4.10 and remedies available at law or in equity, Section 4.14 hereof. The Parent Guarantor and (B) the Holder shall have the right its Affiliates may at any time, so long as the Company remains in default (time 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 purchase Notes 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 Amountopen market or otherwise.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10a) Within five Business Days after of delivery of the Holder provides written notice Company’s annual Officers’ Certificate 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 Trustee pursuant to Section 4.04 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 to redeem the Holder (maximum principal amount of Notes that can be redeemed with 50% of Excess Cash Flow for the Excess Cash Flow Period as set forth in such annual Officers’ Certificate 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 aggregate principal amount of the remaining unexercised portion of this Warrant on the date of such Default Notice Notes 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 the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payableunpaid interest and Additional Amounts, in cash or cash equivalentif any, within five (5) business days of the Date of to, but not including, 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 Stockredemption date, subject to the Beneficial Ownership Limitation, equal to the Specified Portion rights of the Default Amount divided by the Exercise Price in effect Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) If a Vessel is transferred or disposed of in connection with an Asset Sale that is not an Involuntary Transfer (a “Vessel Sale”), then within 30 days following the Company’s receipt of Net Proceeds of 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 redemptionVessel Sale, the Company shall redeem the maximum principal amount of Notes that can be redeemed with 100% of the Net Proceeds of such Vessel Sale at a pro rata redemption price equal to 100% of the aggregate principal amount from each Holder based of the Notes redeemed plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date, subject to the rights of Holders on the number relevant record date to receive interest due on the relevant Interest Payment Date. (c) If a Vessel is transferred or disposed of Warrants submitted for in connection with an Asset Sale that is an Involuntary Transfer (an “Involuntary Vessel Transfer”), and neither the Company nor any of the Guarantors has acquired a Vessel (which is not subject to any Liens) of at least substantially similar value as the Vessel subject to such Involuntary Vessel Transfer (with such value determined immediately prior to giving effect to such Involuntary Vessel Transfer) within 365 days following the Company’s receipt of the Net Proceeds of such Involuntary Vessel Transfer, then within 30 days following the end of such 365 day period, the Company shall redeem the maximum principal amount of Notes that can be redeemed with 100% of the Net Proceeds of such Involuntary Vessel Transfer at a redemption by such Holder relative price equal to 100% of the aggregate principal amount of the Notes redeemed plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date, subject to the total number rights of Warrants submitted for redemption by all Holders. The Holder shall not be entitled Holders on the relevant record date to receive Default Shares interest due 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 Amountrelevant Interest Payment Date.

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 is 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 of Default there shall occur and any a Change of Control, then each Holder shall have the right, at such Event of Default continues for an additional ten Holder's option (10) Business Days after the Holder provides written notice "CHANGE OF CONTROL REDEMPTION"), to require the Company that an Event of Default has occurred and specifying to purchase the factual basis therefor then thereafterDebentures in whole, unless waived by the Holder, or in part, at the option Redemption Price; PROVIDED, HOWEVER, if the Change of Control consists of or includes a Liquidity Event, then the Holders shall have the right to effect a Change of Control Redemption if, and only if, the Fair Market Value (as defined below) of the Holder, such option exercisable through the delivery of written notice consideration to the Company by which a Holder would be entitled to receive if such Holder converted such Holder's Debentures immediately preceding the Liquidity Event is less than the Redemption Price. If the consideration issuable upon a Liquidity Event is other than cash, its value will be deemed its fair market value (the "Default NoticeFAIR MARKET VALUE")) as determined in good faith by the Board of Directors of the Company. Fair Market Value of any securities and other property shall be determined as follows: i. If the securities are traded on a securities exchange or through the Nasdaq Stock Market System, the outstanding Fair Market Value shall be deemed to be the average of the prices as of 4:00 p.m., New York time, of the securities on such exchange or quotation systems over the thirty (30) day period ending three (3) days prior to the closing of the Liquidity Event. If such securities are actively traded over the counter, the value shall be deemed to be the average of the closing bid or sales prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing of the Liquidity Event. ii. If at any time such securities or other property are not listed on any securities exchange or quoted in the Nasdaq Stock Market Systems or the over-the-counter market, the Fair Market Value shall be the fair value thereof, as determined by the Board of Directors and Holders holding at least a majority in principal amount of this Warrant Debentures then outstanding. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be immediately redeemed determined by an independent appraiser experienced in valuing securities jointly selected by the Board of Directors of the Company and Holders holding at least a majority in principal amount of Debentures then outstanding. The determination of the appraiser shall be final and binding upon the parties 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 fees and expenses 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 Amountappraiser.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten Subject to (10i) 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 maintenance by the Holder, , at the option Corporation of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder a balance in cash and Cash Equivalents (the "Default NoticeCash Balance"), including any amounts available to be drawn under any Credit Facility (excluding for greater certainty any letters of credit and banker's acceptances) that is secured by a Permitted Lien pursuant to clause (2) of the outstanding amount definition of this Warrant shall "Permitted Liens", of $75 million (the "$75 Million Minimum Cash Balance") as of a Mandatory Redemption Payment Date (as defined below), and (ii) any adjustments to be immediately redeemed by the Company and the Company shall pay made to the Holder $75 Million Minimum Cash Balance as described below, on the last day of May and November of each year (or if such day is not a Business Day, on the next Business Day) (each a "Mandatory RedemptionRedemption Payment Date") ), commencing on May 31, 2013, the Issuer will deposit with the Trustee an amount equal the sum of (i) 70% 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 Amount" or the "Default AmountPeriod") plus (ii) any Designated Net Proceeds (as defined under "Description of the Senior Secured Notes - Certain Covenants - Asset Sales") (such sum referred to hereafter as a "Mandatory Redemption Payment"), to redeem, without premium or penalty, the maximum principal amount of Notes (plus accrued and unpaid interest, if any, on the Notes and the amount of all fees and expenses incurred in connection therewith) that may be redeemed with the applicable Mandatory Redemption Payment. The redemption price will be 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 will be deemed to have been redeemed and fully paid, satisfied and discharged on the date the Issuer has deposited with the Trustee the applicable Mandatory Redemption Payment. For greater certainty, if, at any time, a Mandatory Redemption Payment determined under this section would, if paid, result in the Cash Balance immediately after such payment to be 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 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 Payment determined under this section for such Mandatory Redemption Amount shall Payment Date would, if paid, result in the Cash Balance immediately after such payment to be payable, in cash or cash equivalent, within five (5) business days of less than 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 $75 Million Minimum Cash Balance and (ii) the lowest Market Price that has occurred on Corporation or any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence its Restricted Subsidiaries completed any acquisitions of an Event assets or Capital Stock of Defaultanother Person, Failure Payments and made any other Required Cash Payments Investments in any Unrestricted Subsidiaries, made any Restricted Payment pursuant to clauses (as defined in the Securities Purchase Agreement1) 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 sharessuch 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 its Restricted Subsidiaries), to require the Company, upon written notice ("Default Exercise Notice"3) (which may be given one to the extent such cash dividend is not paid to the Corporation or more times, from time to time anytime after the Default Amount Due Dateany of its Restricted Subsidiaries), to immediately issue (a 5), (8) or (13) of the second paragraph of the covenant described under "Default ExerciseDescription of the Senior Secured Notes — Certain Covenants — Restricted Payments" 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 (collectively, "Designated Cash Payment Events"), at any time during the six-month period commencing on the day immediately following the preceding Mandatory Redemption Payment Date and ending on such Mandatory Redemption Payment Date (or, in lieu of all or any specified portion (the "Specified Portion") case of the unpaid portion (first Mandatory Redemption Period, the "Unpaid Portion") eight-month period beginning on the first day of such Mandatory Redemption Period and ending May 31, 2013), the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, $75 Million Minimum Cash Balance shall be reduced by an amount equal to the Specified Portion portion of any cash payment made for such Designated Cash Payment Events which resulted 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 that such payment of shares be made in one or more installments at such time and in such amounts Cash Balance 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 determined under this section to be exceeded. If and to less than 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 $75 Million Minimum Cash Balance as of such reduction shall be added back to the Unpaid Portion of the Default AmountMandatory Redemption Payment Date.

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

Mandatory Redemption. This note is subject to mandatory redemption as described in the Indenture. OPTIONAL REDEMPTION OR PURCHASE. The Issuer may redeem or purchase or cause to be purchased all of the Notes on any Payment Date on which the aggregate current principal balance of all the Notes shall be less than or equal to 10% of the initial aggregate principal balance of all the Notes issued under the Indenture on the respective Closing Dates, at a redemption or purchase price equal to the aggregate current principal balance of all the Notes, plus accrued interest on the Notes through the day preceding the Payment Date on which the redemption or purchase occurs. NOTICE OF REDEMPTION OR PURCHASE. Notice of the call for redemption shall be given by the Indenture Trustee by mailing a copy of the notice at least 15 days prior to the redemption or purchase date to the Noteholders to be redeemed in whole or in part at the address of such Noteholder last showing on the registration books. Failure to give such notice or any defect therein shall not affect the validity of any proceedings for the redemption or purchase of such Auction Rate Securities for which no such failure or defect occurs. All Notes called for redemption or purchase will cease to bear interest after the specified redemption or purchase date, provided funds for their payment are on deposit at the place of payment at the time. If less than all Notes are to be redeemed or purchased, Notes shall be selected for redemption or purchase as provided in the Indenture. The Indenture provides that the Issuer may enter into a derivative product between the Issuer and a derivative provider (a "Reciprocal Payor"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Reciprocal Payor, as originally executed and as amended or supplemented. Payments due to a Reciprocal Payor from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be secured on a parity with any Events series of Default shall occur Notes. The principal of and interest on the Class A Notes and any Additional Notes issued on a parity with the Class A Notes and any Issuer Derivative Payments secured on a parity with the Class A Notes are payable on a superior basis to such Event of Default continues for an additional ten (10) Business Days after payments on the Holder provides written notice Class B Notes and any Additional Notes issued on a parity or subordinate to the Company Class B Notes; provided, however, that an Event current principal and interest may be paid on the Class B Notes and any Additional Notes issued on a parity with the Class B Notes or subordinate to the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Additional Notes issued on a parity with the Class A Notes and any Issuer Derivative Payments secured on a parity with the Class A Notes have been previously made or provided for as provided in the Indenture. Reference is hereby made to the Indenture, copies of Default has occurred which are on file in the Corporate Trust Office of the Indenture Trustee, and specifying to all of the factual basis therefor then thereafterprovisions of which any Noteholder of this note by his acceptance hereof hereby assents, unless waived for definitions of terms; the description of and the nature and extent of the security for the Notes; the Issuer's student loan acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Noteholders and any Reciprocal Payor; the rights and remedies of the Noteholder hereof with respect hereto and thereto, including the limitations upon the right of a Noteholder hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the HolderIndenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, the Delaware Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Delaware, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the Note Register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the principal office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same series, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the HolderNoteholder, any Note may be exchanged for other Notes in authorized denominations upon surrender of the Note to be exchanged at the principal office of the Indenture Trustee. Upon any such option exercisable through presentation for exchange, one or more new Notes of the delivery of written notice same series, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Note or Notes so surrendered will be issued to the Company Noteholder of the Note or Notes so surrendered; and the Note or Notes so surrendered shall thereupon be cancelled by such Holder (the "Default Notice")Indenture Trustee. Except as otherwise permitted in the Indenture, this global note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof, as defined in the Indenture, or to a successor Securities Depository or its nominee. The Issuer, the outstanding amount Indenture Trustee, and any agent of either of them shall treat the Person in whose name this Warrant shall be immediately redeemed by note is registered as the Company and Noteholder hereof (a) on the Company shall pay to the Holder record date for purposes of receiving timely payment of interest hereon; (a "Mandatory Redemption"b) 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 surrender of this note for purposes of receiving payment of principal hereof at its stated maturity; and (2c) for all other purposes, whether or not this note is overdue, and neither the Black-Scholes value Issuer, the Indenture Trustee, nor any such agent shall be affected by notice to the contrary. To the extent permitted by the Indenture, modifications or alterations of the remaining unexercised portion Indenture and any supplemental indenture may be made with the consent of less than all of the holders of the Notes then outstanding or without the consent of any of such Noteholders (by reason of a change in the Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the maturity date, Stated Maturity, amount, Payment Date, or rate of interest on any outstanding Notes or affect the rights of the Noteholders of less than all of the Notes outstanding. Any capitalized term used herein and not otherwise defined herein shall have the same meaning ascribed to such term in the herein defined Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Delaware to happen, exist, and be performed precedent to and in the issuance 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 collectionnote, 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 passage 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, said resolution and the amount execution of such reduction shall be added back to the Unpaid Portion of the Default Amountsaid Indenture, have happened, exist and have been performed as so required.

Mandatory Redemption. If The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. Repurchase at the Option of Holder. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any Events part (equal to $2,000 or an integral multiple of Default shall occur $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of settlement (the “Change of Control Purchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Purchase Date. Within 30 days following any such Event Change of Default continues for an additional ten (10) Business Days after Control, the Holder provides written Company will mail a notice to each Holder and the Company that an Event Trustee setting forth the procedures governing the Change of Default has occurred and specifying the factual basis therefor then thereafter, unless waived Control Offer as required by the HolderIndenture. (b) If the Parent or any of its Restricted Subsidiaries consummates an Asset Sale, , at the option Parent 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 Holder, such option exercisable through Indenture to purchase the delivery of written notice to the Company by such Holder (the "Default Notice"), 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") specified proceeds of such Asset Sale at an offer price in cash in an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% (or a higher percentage in certain circumstances) 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 Notwithstanding any Events other provision of Default the Securities or the Guarantor Agreements, the Capital Securities and the Preferred Securities shall occur be subject to mandatory redemption, at a redemption price equal to the liquidation amount of the Securities redeemed plus all unpaid and accumulated amounts distributable with respect to such Securities, during the period and to the extent any such Event Securities are held by Gold ▇▇▇▇, from the net proceeds of Default continues for an additional ten (10) Business Days after the Holder provides written notice to the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived by the Holder, , at the option of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice"), the outstanding amount of this Warrant shall be immediately redeemed any placement by the Company and of any shares of preferred stock or any subordinated debt (any such placement of securities being referred to herein as a "Mandatory Redemption Event"). In the event a Mandatory Redemption Event shall occur, the Company shall pay have the obligation to redeem, to the Holder (full extent of any net proceeds realized from such a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" placement or the "Default Amount") equal to 100% placements, all or any applicable portion of any Capital Securities or Preferred Securities of the greater Company held by Gold ▇▇▇▇, but the Company shall have the right to select for mandatory redemption whichever type of Securities may be held by Gold ▇▇▇▇. In the event the Company shall sell or otherwise place shares of its preferred stock or its subordinated debt to any third-party or parties, it shall give prompt written notification thereof to Gold ▇▇▇▇, which notice shall specify a redemption date not more than [three (i) the Black-Scholes value of the remaining unexercised portion of this Warrant on 3)] business days after the date of such Default Notice and (2) notice at which time the Black-Scholes value mandatory redemption of all or a specified portion of the remaining unexercised portion Capital Securities and/or Preferred Securities held by the Purchaser shall occur. For the avoidance of this Warrant on doubt, the Trading Day immediately preceding the date Company acknowledges that the a Mandatory Redemption Amount is paid Event will not necessarily involve securities having terms similar to the Holder. The Mandatory Redemption Amount terms of Securities, but includes all preferred stock and subordinated debt, whether such debt or stock ranks prior to Securities or not, that any debt that is subordinated in the payment of principal or interest to any other obligations of Company shall be payable, in cash or cash equivalent, within five (5) business days subordinated debt and that a sale of part of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") Securities by Gold ▇▇▇▇ will have no effect on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price that has occurred on any Default Adjustment Date since the date that the Event of Default began. Notwithstanding the occurrence of an Event of Default, Failure Payments and any other Required Cash Payments (as defined in the Securities Purchase Agreement) shall continue to accrue. On the date that is five (5) Business Days after the Company's receipt of the Holder's Default Notice, the Default Amount, together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Company, obligations upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares Mandatory Redemption Event with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction shall be added back to the Unpaid Portion of the Default AmountSecurities still held by Gold ▇▇▇▇.

Mandatory Redemption. If any Events of Default shall occur and any such Event of Default continues for an additional ten (10i) 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 thereafter, unless waived by the Holder, , at the option seventh anniversary of the Holder, original issuance of the 8% Preferred Stock (such option exercisable through the delivery of written notice to the Company by such Holder (date the "Default NoticeRedemption Date"), the outstanding amount Corporation shall set apart out of this Warrant its funds lawfully available for such purpose (or to the extent that the same are lawfully available therefor) for the redemption of the 8% Preferred Stock on the Redemption Date that sum in cash which shall be immediately redeemed by the Company sufficient to redeem, 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 redeem 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, the shares of 8% Preferred Stock 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 outstanding at a price equal to the lesser Liquidation Preference of such shares of 8% Preferred Stock set forth in paragraph (ic) above plus an amount equal to any accrued but unpaid dividends thereon and other amounts payable thereon. If the Exercise Price then in effectfull number of shares required to be redeemed as aforesaid shall not be so redeemed, or the deficiency shall be made good thereafter as soon as funds shall become lawfully available therefor. (ii) the lowest Market Price that If a Change in Ownership has occurred on or the Corporation obtains knowledge that a Change in Ownership is to occur, the Corporation shall give prompt written notice of such Change in Ownership describing in reasonable detail the definitive terms and date of consummation thereof to each holder of 8% Preferred Stock, but in any Default Adjustment Date since the date that the Event of Default began. Notwithstanding event such notice shall not be given later than five business days after the occurrence of an Event such Change in Ownership. The holder or holders of Defaulta majority of the 8% Preferred Stock then outstanding may require the Corporation to redeem all or any portion of the Convertible Preferred Stock owned by such holder or holders at a price per share equal to the Liquidation Preference thereof (plus all accrued and unpaid dividends thereon and other amounts, Failure Payments and any other Required Cash Payments if any, payable thereon) by giving written notice to the Corporation of such election prior to the later of (as defined in the Securities Purchase AgreementA) shall continue to accrue. On the date that is five (5) Business Days 21 days after the Company's receipt of the HolderCorporation'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, notice and (B) five business days prior to the Holder consummation of the Change in Ownership (the "Expiration Date"). The Corporation shall give prompt written notice of any such election to all other holders of 8% Preferred Stock with respect to which an election under this subparagraph (ii) has been made within five days after the receipt of notice thereof, and each such holder shall have until the right at any time, so long as later of (1) the Company remains in default Expiration Date or (and so long and 2) ten days after receipt of such second notice to request redemption (by giving written notice to the extent that there are sufficient authorized shares), to require the Company, upon written notice ("Default Exercise Notice"Corporation) (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 shares of 8% Preferred Stock owned by such holder. Upon receipt of such election(s), the Corporation shall be obligated to redeem the aggregate number of shares of 8% Preferred Stock specified therein on the later of (I) the "Unpaid Portion") occurrence of the Default Amount, a number Change in Ownership or (II) five days after the "Default Share Amount") Corporation's receipt 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"election(s). If the Company is unable to redeem in any case a proposed Change in Ownership does not occur, 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 requests 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 connection therewith shall be automatically reduced rescinded. The term "Change in Ownership" means (x) any sale or series of sales of Common Stock by a member of the Spell Group which results in the Spell Group owning beneficially and of record less than 358,024 shares of Common Stock of the Corporation, provided that shares of Common Stock sold in an Exempt Sale shall be excluded from any determination of a Change in Ownership, (y) any event which results in an Acceptable Officer ceasing to continue to serve as either the Chief Executive Officer or President of the Corporation, or (z) any sale or issuance or series of sales and/or issuances of shares of the Corporation's capital stock by the Corporation or any holder thereof which results in any person or group of affiliated persons (other than the Spell Group) owning capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a value that would cause majority of the number Corporation's Board of Default Shares Directors. The term "Acceptable Officer" shall mean ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or such other person as shall be acceptable to be issued to equal the Maximum Percentage, and holders of at least a majority of the amount shares of 8% Preferred Stock at the time outstanding. The term "Exempt Sale" shall mean the sale of Common Stock by the estate of any person included in the Spell Group following the death of such reduction shall be added back to the Unpaid Portion of the Default Amountperson.

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

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

Mandatory Redemption. If (i) Notwithstanding Section 7(a)(i) hereof, at any Events of Default shall occur and any such Event of Default continues for an additional ten (10) Business Days time after the Holder provides written notice October 1, 2014, but prior to the Company that an Event 170th day following the date of Default has occurred and specifying the factual basis therefor then thereafterthis Note, 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 shall, upon two Trading Days prior written notice, redeem an aggregate of $800,000 of Principal (plus accrued and unpaid interest thereon) (the "Default Notice"“Scheduled Mandatory Redemption Amount”). On the date the Company consummates such redemption (the “Mandatory Cash Redemption Date”), 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 Scheduled 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 by wire transfer 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 immediately available funds. (ii) The Holder shall require the lowest Market Price that has occurred Company to redeem $12,000,000 of Principal (plus accrued and unpaid interest thereon) (the “the Must Have Redemption Amount”) on or after the fifteenth (15th) day following the Closing, but prior to the thirtieth (30th) day after the Closing (the “Must Have Redemption”). The Holder shall exercise the Must Have Redemption, by sending a notice to the Company (a “Must Have Redemption Notice”), which Must Have Redemption Notice shall specify the amount of the Must Have Redemption Amount. The Company shall promptly, but in 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 event no more than three (as defined in the Securities Purchase Agreement3) shall continue to accrue. On the date that is five (5) Business Trading 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 the Must Have Redemption Notice to the Company with (a “Must Have Redemption Payment Date”), pay the original Warrant applicable Holder such amount specified in the Must Have Redemption Notice (if delivery 1) in cash by wire transfer of immediately available funds or (2) at the Company’s option, direct (“ ”) to release such amounts to Holder from the collateral account maintained by NatWest pursuant to the terms of the original is required hereunder) (Debenture, dated as of April 22, 2014, by and between Must Have and . For the "Default Share Delivery Deadline"). If avoidance of doubt, to the Company extent is unable to redeem all withdraw any portion of the Warrants submitted for redemptionMust Have Redemption Amount from such control account, the Company shall redeem a pro rata amount from each Holder based on be obligated to pay 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 Must Have Redemption Amount specified in the a violation Must Have Redemption Notice in cash by wire transfer of immediately available funds. (iii) For the Beneficial Ownership Limitationavoidance of doubt, then that particular Specified Portion shall be automatically reduced the mandatory redemption pursuant to a value that would cause Section 7(b)(i) and the number of Default Shares Must Have Redemption pursuant to be issued to equal the Maximum PercentageSection 7(b)(ii) are in addition to, and the amount of such reduction shall be added back not in lieu of, any redemption pursuant to the Unpaid Portion of the Default AmountSection 7(a)(i).

Mandatory Redemption. If any Events Upon the occurrence of Default shall occur and any such a Change of Control Event (other than a Public Stock Merger) or a Delisting Event, at the election of Default continues for an additional ten (10) Business Days after the each Holder provides in its sole discretion exercised by written notice to the Company that an Event of Default has occurred and specifying or 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 successor to the Company by such Holder (on or prior to the "Default Notice")Exercise Date, the outstanding amount of this Warrant shall be immediately redeemed by the Company and the Company shall pay to the such Holder (a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") equal to 100% of the greater outstanding Warrants as 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 Change 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 payableControl Event or Delisting Event, an amount 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 immediately available funds equal to the lesser Cash Redemption Value for such Warrants, not later than the date which is 10 business days after such Change of (i) Control Event or Delisting Event and the Warrants shall thereafter be extinguished. For purposes of this Section 6.1, the Exercise Price then in effect, or Date shall mean (iia) 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 if 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 (entered into 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 definitive agreement with respect to a given Specified Portion would result in Change of Control Event or Delisting Event and has provided to the a violation Holders notice of the Beneficial Ownership LimitationChange in Control Event or Delisting Event at least 20 business days prior to the effectiveness of such event, then the 10th business day prior to such event and (b) otherwise, the 5th business day following the effectiveness of the Change of Control Event or Delisting Event. The “Cash Redemption Value” for any Warrant will equal the fair value of the Warrant as of the date of such Change of Control Event or Delisting Event as determined by an Independent Financial Expert plus interest thereon from such date to the payment date at the rate of 10% per annum. The Independent Financial Expert will determine Cash Redemption Value using standard option pricing models for American style options, such as the ▇▇▇-▇▇▇▇▇▇▇▇▇▇ binomial model, assuming for this purpose that particular Specified Portion the Change of Control Event or Delisting Event had not occurred and making sure to take into account the intrinsic and option value of the Warrants, but assuming annualized volatility of 35% over the Warrant’s remaining term. The Cash Redemption Value of the Warrants shall be automatically reduced to due and payable not later than the tenth business day after the date of the applicable Change of Control Event or Delisting Event and, if not then paid, shall bear interest thereafter at the Default Interest Rate. If a value that would cause Holder of Warrants does not exercise the number of Default Shares to be issued to equal the Maximum Percentageright provided by this section, and the amount of such reduction shall be added back Warrants will remain outstanding as adjusted pursuant to the Unpaid Portion provisions of the Default AmountArticle 5 hereof.

Mandatory Redemption. If any Events (a) Following the occurrence of Default the Special Mandatory Redemption Trigger Event, the Issuers shall occur and any such Event redeem (the “Special Mandatory Redemption”) the Notes as a whole, upon notice as provided in Section 3.08(a) 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, Indenture, 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 principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the outstanding principal amount thereof to the redemption date (subject to the rights of (i) Holders of Notes on the Black-Scholes value relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). Notwithstanding the provisions of Section 3.03 of the remaining unexercised portion Indenture, notice of this Warrant on such Special Mandatory Redemption shall be given by the Issuers within ten days of the date of the Special Mandatory Redemption Trigger Event to the Trustee and to each Holder, at each appropriate registered address, stating the redemption date (which shall be no earlier than 15 days and no later than 30 days from the date such Default Notice and notice is given) and, in addition to the matters specified in clauses (22)-(8) the Black-Scholes value of Section 3.03 of the remaining unexercised portion Indenture, that the Special Mandatory Redemption Trigger Event has occurred. (b) If by the 90th day (or such earlier day as the Issuers shall elect) after the consummation of this Warrant the APL Merger (the “APL Notes Repurchase Trigger Date”), Targa Resources Partners and/or the APL Issuers have not repurchased or retired at least $500.0 million aggregate principal amount of the APL Notes pursuant to the APL Tender Offers, the change of control offer provisions of the indentures governing the APL Notes or otherwise (a “Mandatory Partial Redemption Event”), then the Issuers shall redeem (a “Mandatory Partial Redemption”) $500.0 million aggregate principal amount of the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Trading Day immediately preceding Notes redeemed, to the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). Notwithstanding the provisions of Section 3.03 of the Indenture, notice of such Mandatory Partial Redemption shall be given by the Issuers within ten days of the date of the APL Notes Repurchase Trigger Date to the Trustee and to each Holder, at each appropriate registered address, stating the redemption date (which shall be no earlier than 15 days and no later than 30 days from the date such notice is given) and, in addition to the matters specified in clauses (2)-(8) of Section 3.03 of the Indenture, that the Mandatory Partial 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 Event 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 Amountoccurred.

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/Joe Boxer Note Principal Balance, the Rampage Note Principal Balance ▇▇ ▇▇▇ ▇▇CO Note Principal Balance of each Note, depending on whether the affected Asset relates to the (i) Primary Mark CANDIES or JOE BOXER, (ii) Primary Mark RAMPAGE or (iii) Primary ▇▇▇k JNCO, resp▇▇▇▇▇▇▇▇. Deposit of suc▇ ▇▇lease 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) Collect▇▇▇ Account shall continue be deemed to accrue. On the date that is five (5) Business Days after the Company's receipt be an exercise of the Holder's Default Noticeoption to redeem Notes on such Redemption Date in such principal amount and at the Redemption Price. (b) In accordance with Section 13.2(b) of this Indenture, specified funds are to be withdrawn from the Default Amount, together with all other amounts payable hereunder, shall immediately become due Liquidity Reserve Account and payable, all without demand, presentment or notice, all applied to the redemption of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder Notes. Such funds shall be entitled to exercise all other rights set aside by the Trustee in the Collection Account and remedies available at law or in equity, and (B) the Holder shall have the right at any time, so long as the Company remains in default (and so long and applied to the extent that there are sufficient authorized shares)redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal, as nearly as practicable, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, from time to time anytime after the Default Amount Due Date), to immediately issue (a "Default Exercise"), in lieu of all or any specified portion (the "Specified Portion") of the unpaid portion (the "Unpaid Portion") of the Default Amount, a number (the "Default Share Amount") of shares (the "Default Shares") of Common Stock, subject to the Beneficial Ownership Limitation, equal to the Specified Portion of the Default Amount divided by the Exercise Price in effect on the date such shares are issued to the Holder, PROVIDED THAT, the Holder may require that such payment of shares be made in one or more installments at such time and in such amounts as Holder chooses. The Default shares are due within five (5) Business Days of the date that the Holder delivers a Default Exercise Notice to the Company with the original Warrant (if delivery of the original is required hereunder) (the "Default Share Delivery Deadline"). If the Company is unable to redeem all of the Warrants submitted for redemption, the Company shall redeem a pro rata amount from each Holder based on the number of Warrants submitted for redemption by such Holder relative to the total number of Warrants submitted for redemption by all Holders. The Holder shall not be entitled to receive Default Shares on a given date if and to the extent that such issuance would cause the Beneficial Ownership Limitation then in effect to be exceeded. If and to the extent that the issuance of Default Shares with respect to a given Specified Portion would result in the a violation of the Beneficial Ownership Limitation, then that particular Specified Portion shall be automatically reduced to a value that would cause the number of Default Shares to be issued to equal the Maximum Percentage, and the amount of such reduction the funds available after withdrawing therefrom all funds needed to pay accrued interest on the Notes to be redeemed to the applicable Redemption Date plus the related Redemption Premium, if applicable. The Issuer shall be added back deemed to the Unpaid Portion of the Default Amounthave elected any such redemption.

Mandatory Redemption. If any Events of Default shall occur (i) the BlueLine Acquisition is not consummated on or before May 29, 2019 (the “Acquisition Deadline”), (ii) United Rentals, Inc. has determined that the BlueLine Acquisition will not be consummated on or before the Acquisition Deadline, and any such Event of Default continues for an additional ten gives ▇▇▇▇▇ Fargo Bank, National Association (10the “Trustee”) Business Days after the Holder provides a written notice to that effect or (iii) the Company that an Event of Default has occurred and specifying the factual basis therefor then thereafter, unless waived BlueLine Merger Agreement is terminated in accordance with its terms or by the Holder, , at the option agreement of the Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the "Default Notice")parties thereto, the outstanding amount of this Warrant shall Issuer will be immediately redeemed by required to redeem the Company and the Company shall pay to the Holder (Notes at a "Mandatory Redemption") an amount (the "Mandatory Redemption Amount" or the "Default Amount") redemption price equal to 100% of the greater principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the Special Mandatory Redemption Date. The “Special Mandatory Redemption Date” means the earliest to occur of (i) the Black-Scholes value of Acquisition Deadline, if the remaining unexercised portion of this Warrant BlueLine Acquisition is not consummated on the date of or before such Default Notice and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Redemption Amount is paid to the Holder. The Mandatory Redemption Amount shall be payabledate, in cash or cash equivalent, within five (5) business days of the Date of the applicable Default Notice (the "Default Amount Due Date"). If the Company fails to pay the Mandatory Redemption Amount within thirty (30) days of the Default Amount Due Date, then (A) the Exercise Price shall be permanently decreased (but not increased) (each a "Default Adjustment") on the first Trading Day of each calendar month thereafter (each a "Default Adjustment Date") until the Default Amount is paid in full, to a price equal to the lesser of (i) the Exercise Price then in effect, or (ii) the lowest Market Price 10th business day following written notification by the Issuer to the Trustee that United Rentals, Inc. has occurred on any Default Adjustment Date since the date determined that the Event of Default began. Notwithstanding BlueLine Acquisition will not be consummated on or before the occurrence of an Event of Default, Failure Payments Acquisition Deadline and any other Required Cash Payments (as defined in iii) the Securities Purchase Agreement) shall continue to accrue. On 10th business day following the date that is five (5) Business Days after the Company's receipt termination of the Holder's Default NoticeBlueLine Merger Agreement, if the Default AmountBlueLine Acquisition has not been consummated. “BlueLine Acquisition” means the acquisition by United Rentals, together with all other amounts payable hereunderInc. of Vander Holding Corporation and its subsidiaries, shall immediately become due as contemplated by the BlueLine Merger Agreement. “BlueLine Merger Agreement” means the Agreement and payablePlan of Merger, all without demanddated as of September 10, presentment or notice2018, all by and among United Rentals, Inc., a Delaware corporation, UR Merger Sub V Corporation, a Delaware corporation and a wholly-owned subsidiary of which hereby are expressly waivedUnited Rentals, together with all costsInc., includingVander Holding Corporation, without limitation, legal fees and expenses, of collectiona Delaware corporation, and the Holder shall be entitled to exercise all other rights and remedies available at law or Platinum Equity Advisors, LLC, a Delaware limited liability company, solely in equity, and (B) the Holder shall have the right at any time, so long its capacity as the Company remains in default (and so long and to the extent that there are sufficient authorized shares)initial Holder Representative thereunder, to require the Company, upon written notice ("Default Exercise Notice") (which may be given one or more times, as amended 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.