Common use of Certain Redemption Rights Clause in Contracts

Certain Redemption Rights. If any Mandatory Redemption Shares remain outstanding on the date that is forty-five (45) days following the fifth (5th) anniversary of the Issue Date, then, unless the Super Majority Requisite Holders determine otherwise, (x) (i) the size of the Board of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, (ii) the Requisite Series A Preferred Holders shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of Designations.

Certain Redemption Rights. (a) If any Mandatory Redemption Shares remain outstanding on the date that is forty-five (45) days following the fifth (5th) anniversary of the Issue Date, then, unless the Super Majority Requisite Holders determine otherwise, (x) (i) the size of the Board of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, (ii) the Requisite Series A Preferred Holders shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of Designations.

Certain Redemption Rights. If (a) At any Mandatory Redemption Shares remain outstanding on time, or from time to time, after the earlier of (x) December 10, 1998, (y) the date that is forty-five (45) days following immediately preceding the fifth (5th) anniversary date of the Issue Dateconsummation of an Exit Event or (z) the first date as of which the Notes shall have been paid in full and all Junior Preferred Shares have been redeemed, thenat the request of a Requesting Holder, unless Holdings shall redeem the Super Majority Requisite number of Common Shares held by such Requesting Holder which such Holder requests to be redeemed. Any notice of redemption by a Holder shall be in writing and shall also state the number of Common Shares to be redeemed. Upon receipt of any such request by a Requesting Holder, Holdings shall promptly give notice of such proposed redemption to all other Holders. Each such other Holder may elect to include its Common Shares in the redemption to be made pursuant to this Section 6.8(a) by so notifying the Company within 15 days after receipt of the notice referred to in the immediately preceding sentence. Holdings shall notify all Holders determine otherwisein writing of the proposed occurrence of an Exit Event as soon as reasonably practicable but in no event later than 45 days prior to the consummation of such Exit Event. In the case of any redemption in connection with an Exit Event, (xany Requesting Holder shall notify Holdings of its desire to cause a redemption under Section 6.8(a) as soon as it is reasonably practicable but in no event shall such notice be provided later than 15 days prior to the consummation of such Exit Event. Notwithstanding the foregoing, Holdings shall not be required to redeem Common Shares pursuant to this Section 6.8(a) (i) if the size request for such redemption is made after the date on which Holdings shall have consummated one or more registered public offerings of its equity securities with aggregate net proceeds to Holdings and the Board selling shareholders of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, at least $15,000,000 or (ii) the Requisite Series A Preferred Holders if any request for redemption occurs within 365 days of any previous request for redemption and Holdings shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created have redeemed all Common Shares covered by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of Designationsprevious request.

Certain Redemption Rights. If (a) At any Mandatory Redemption Shares remain outstanding on the date that is forty-five (45) days time following the fifth (5th) anniversary dissolution of ASLP, in the event that the General Partner determines in good faith that the aggregate fair market value of the Issue DateUnits and Holdings Notes held by the Limited Partners other than the Principal Holders is less than $10 million, thenthe Partnership will have the right to call for redemption all, unless but not less than all, of the Super Majority Requisite Units and Holdings Notes held by the Limited Partners other than the Principal Holders determine otherwiseand the direct subsidiaries of the General Partner (such Units and Holdings Notes, the “Called Securities”). If the Partnership desires to exercise its option to redeem the Called Securities under this Section 7.5, the Partnership shall deliver to all Limited Partners (xother than to the Principal Holders and the direct subsidiaries of the General Partner) a notice of redemption (the “Redemption Notice”) at the address set forth on such Limited Partner’s signature page hereto, which shall specify (i) the size that all, but not less than all, of the Board of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, such Limited Partner’s Called Securities are being redeemed; (ii) the Requisite Series A Preferred Holders shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created number of Called Securities held by such increase, (B) nominate Limited Partner as reflected on the books and appoint each successor to such individuals and (C) to direct records of the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and Partnership; (iii) such individuals so nominated and appointed shall thereafter serve the date on which the Board of Directors until their removal by redemption is to be effected (the Requisite Series A Preferred Holders“Redemption Date”), (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares which shall be increased a day on which banks in the City of New York are not permitted or required to a rate of 18% per annum (without any discount if paid in cash) be closed and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock that is then convertible, and (z) during the one hundred twenty (120) at least 30 but not more than 60 days following the date of the Redemption Notice; and (iv) instructions regarding steps such appointment (Limited Partner must take in order to effect the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure redemption of its Called Securities and receive payment therefor. Once a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained Redemption Notice is given under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 7.5, it shall be irrevocable and shall not be subject to withdrawal with respect to any Limited Partner without the Certificate written consent of Designationssuch Limited Partner.

Certain Redemption Rights. If At any Mandatory time after the occurrence of Class A Redemption Shares remain outstanding on Event, Fortress shall have the irrevocable right ("Class A Redemption Right") to require the Company to redeem all but not less than all of the Class A Interest held by Chelsea exercisable by notice in writing to the Company, with a copy to Chelsea ("Class A Redemption Notice"). The Class A Redemption Notice shall contain an unconditional irrevocable promise by Fortress to make a capital contribution to the Company in an aggregate amount equal to the Class A Redemption Amount. The closing of any capital contribution and redemption pursuant to this Section 13.4 shall occur not later than the date that is forty-five the later of fifteen (4515) days following after the fifth (5th) anniversary date of mailing of the Issue Date, then, unless the Super Majority Requisite Holders determine otherwise, (x) (i) the size of the Board of Directors shall be increased by Class A Redemption Notice and two (2) seats (Business Days after the “Investor Seats”) andRating Agencies shall, except as set forth in the following sentenceif Fortress shall determine such approval is required, the size have approved of the Board transaction contemplated by such closing, and each of Directors the Members shall not be further increased execute all documents and cooperate with each other in doing all things necessary to effect such closing. At such closing, Chelsea will tender to the Company all of the Class A Interest held by Chelsea in exchange for cash in an amount equal to the Class A Redemption Amount. If Chelsea shall fail at such closing to tender to the Company for redemption all of its Class A Interest, Fortress shall have the right, without the consent of Chelsea or any other Member, to cause the Requisite Series Company to redeem all but not less than all of the Class A Preferred HoldersInterests held by Chelsea for the Class A Redemption Amount, and Chelsea hereby authorizes Fortress or the Company, pursuant to an irrevocable power of attorney coupled with an interest, to take such actions and execute such documents on behalf of Chelsea and the Company to effect such a redemption. Upon such closing, Chelsea and Fortress shall cause the applicable Management Agreement related to the Class A Assets to be terminated. Any Class A Interest redeemed pursuant to this Section 13.4 shall be transferred to the Company free and clear of any and all Liens. In connection with any such redemption pursuant to this Section 13.4, the Members shall simultaneously amend this Agreement to the extent necessary or appropriate, in the reasonable judgment of Fortress, to provide for its complete ownership of the Class A Interest and complete control of the Class A Assets, including (i) to entitle Fortress to receive all subsequent Distributions with respect to the Class A Interest, (ii) to allocate to Fortress all subsequent allocations made under Article X hereof with respect to the Requisite Series Class A Preferred Holders shall Interest, (iii) to remove all subsequent Distributions made to Fortress with respect to the Class A Interest from the determination of whether the 20% Priority Distribution has been received, (iv) to eliminate the right hereunder of Chelsea to receive Distributions with respect to the Class A Interest under Section 6.1, (v) to remove the Class A Interest from the Buy/Sell Right and the associated procedures set forth in Article VIII hereof with respect thereto, (vi) to permit Fortress to make all management decisions (including Major Decisions) with respect to the Class A Interest and the Class A Assets, and (vii) to provide that only Fortress will be entitled to (A) nominate receive subsequent reports and appoint the individuals to fill the vacancies created by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate information with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series Class A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of DesignationsAssets.