Common use of Early Redemption Clause in Contracts

Early Redemption. The Company and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.06: (h) Notwithstanding anything herein to the contrary, the Company agrees that, without the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of Bonds, the Collateral Trustee’s Liens in the Equity Interests of RERH Holdings, LLC (or its successor) or, if any, in all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of the Company and its Subsidiaries’ (other than RERH Holdings, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required (i) in the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after the end of the second consecutive four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver to the Trustee the calculations of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms shall have the following meanings when used in this paragraph (h):

Early Redemption. The Company and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A 2001A Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A 2001A Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A 2001A Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A 2001A Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A 2001A Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.06: (h) Notwithstanding anything herein to the contrary, the Company agrees that, without the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of Bonds, the Collateral Trustee’s Liens in the Equity Interests of RERH Holdings, LLC (or its successor) or, if any, in all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of the Company and its Subsidiaries’ (other than RERH Holdings, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required (i) in the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after the end of the second consecutive four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver to the Trustee the calculations of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms shall have the following meanings when used in this paragraph (h):

Early Redemption. The Company and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A 2002B Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A 2002B Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A 2002B Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A 2002B Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A 2002B Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.06: (h) Notwithstanding anything herein to the contrary, the Company agrees that, without the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of Bonds, the Collateral Trustee’s Liens in the Equity Interests of RERH Holdings, LLC (or its successor) or, if any, in all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of the Company and its Subsidiaries’ (other than RERH Holdings, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required (i) in the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after the end of the second consecutive four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver to the Trustee the calculations of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms shall have the following meanings when used in this paragraph (h):

Early Redemption. The Company In addition to redemption pursuant to Sections 6.1 and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.066.2 above: (ha) Notwithstanding anything herein The Board may require the redemption by the Company of all or any portion of a Member Interest if failure to redeem such Member Interests would result in the violation of any Law applicable to the contraryCompany or the Servicer or would otherwise subject the Company, JYHT, the Servicer or any of their respective Affiliates to restrictions that would make it impossible or uneconomic for the Company agrees thatto operate as provided in this Agreement; (b) In the event Richard Handler serves as the CEO of neither the Company, without JHYT nox, xx xxxx xx XGI manages or controls the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of BondsA Members and Series B Members, JGI, the Collateral Trustee’s Liens in Series C Member shall have the Equity Interests right to direct the Company to redeem all, but not less than all, of RERH Holdingsits Member Interests, LLC (or its successor) or, if any, in and the Series D Members and Series E Members shall have the right to redeem all or substantially all any portion of their respective Member Interests. (c) In the assets event the Services Agreement is terminated or the rights of RERH HoldingsJefco or any Affiliate thereof under the Services Agreement are assigned to an unaffiliated third party, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of Series C Members shall have the right to direct the Company and its Subsidiaries’ to redeem all, but not less than all, of their Member Interests. (other than RERH Holdingsd) In the event Leucadia determines there has occurred a Change of Law affecting Leucadia, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required then Leucadia (i) in shall so notify the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after may also require the Company to redeem all Series C Interests to the extent the Net Asset Value thereof exceeds $150 million (the "Unredeemed Amount"); provided that any notice requiring such redemption shall be given in writing (a "Reduction Notice") and shall, at the Company's request, be accompanied by written advice of counsel to Leucadia as to such Change of Law. The Company will use its commercially reasonable efforts to redeem such Member Interests in cash as promptly as reasonably practicable and to complete such redemption on or prior to the first anniversary of receipt of the Reduction Notice (to the extent that cash is not available at the end of this twelve month maximum redemption period, the second consecutive four-quarter period redemption shall be completed by an in which it meets kind distribution); provided that a determination not to incur indebtedness for the Ratio Test and for which it proposes purpose of facilitating any such redemption shall not be deemed to use the Ratio Test to implement the foregoing Lien releasebe unreasonable. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver Upon payment to the Trustee Series C Member of redemption proceeds as provided under Section 6.5, the calculations Series C Interests having a then value equal to the Unredeemed Amount shall be converted into Series D Interests (a "Conversion", and such Member Interests shall be referred to thereafter as "New Series D Interests"). (e) To the extent the Series B Interests are redeemed under this Article VI, the holders of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms Series C Interests shall have the following meanings when used in right to require redemption of a like amount of their Member Interests, and to the extent the Series C Interests are redeemed under this paragraph Article VI, the holders of the Series B Interests shall have the right to require redemption of a like amount of their Member Interests. (h):f) The CEO shall have the right to require redemption of all or any portion the Series D Interests and the Series E Interests at any time.

Early Redemption. The Company and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A 2003A Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A 2003A Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A 2003A Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A 2003A Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A 2003A Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.06: (h) Notwithstanding anything herein to the contrary, the Company agrees that, without the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of Bonds, the Collateral Trustee’s Liens in the Equity Interests of RERH Holdings, LLC (or its successor) or, if any, in all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of the Company and its Subsidiaries’ (other than RERH Holdings, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required (i) in the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after the end of the second consecutive four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver to the Trustee the calculations of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms shall have the following meanings when used in this paragraph (h):

Early Redemption. The Company and the Subsidiary Guarantors agree that, notwithstanding the terms of the Series 2002A 2004A Bonds, (1) the Company and the Subsidiary Guarantors will cause the Series 2002A 2004A Bonds not to be redeemed before June 1, 2011 and (2) upon any optional redemption of the Series 2002A 2001A Bonds during the period beginning June 1, 2011 and ending May 31, 2014, the Company and the Subsidiary Guarantors will cause an additional amount to be paid to the Holders of the Series 2002A 2004A Bonds being redeemed such that the aggregate amount received by such Holders upon redemption is equal to the amounts expressed as a percentage of principal amount set forth below (plus accrued interest, if any, to the redemption date) for a redemption of the Series 2002A 2004A Bonds during the periods set forth below: June 1, 2011 through May 31, 2012 103 % June 1, 2012 through May 31, 2013 102 % June 1, 2013 through May 31, 2014 101 % (g) The following Subsection (h) is added to Section 10.06: (h) Notwithstanding anything herein to the contrary, the Company agrees that, without the prior consent of the holders of at least a majority in aggregate principal amount of the Guarantee Obligations with respect to each Series of Bonds, the Collateral Trustee’s Liens in the Equity Interests of RERH Holdings, LLC (or its successor) or, if any, in all or substantially all of the assets of RERH Holdings, LLC and its Subsidiaries (or their successors) (the “Retail Assets”) or in all or substantially all of the Company and its Subsidiaries’ (other than RERH Holdings, LLC and its Subsidiaries’ (or their successors)) assets, including Equity Interests (the “Wholesale Assets”) may not be released, except no such consent shall be required (i) in the case of an Asset Sale of the Equity Interests of RERH Holdings, LLC (or its successor), the Retail Assets or the Wholesale Assets or (ii) on and after the date on which, as of the last day of two consecutive Fiscal Quarters, both (A) the Consolidated Leverage Ratio for the applicable immediately preceding four Fiscal Quarters was 2.75:1 or less and (B) the Consolidated Interest Coverage Ratio for the applicable immediately preceding four Fiscal Quarters was 3.25:1 or more (the “Ratio Test”). The Company agrees to file a current report on Form 8-K with the SEC showing the calculation of the Ratio Test within 60 days (or 90 days if end of the period is also the end of a fiscal year) (i) after the end of first four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release and (ii) after the end of the second consecutive four-quarter period in which it meets the Ratio Test and for which it proposes to use the Ratio Test to implement the foregoing Lien release. The Company also agrees to promptly notify the Trustee of the filing of the Form 8-K and to deliver to the Trustee the calculations of the Ratio Test certified by the Company’s chief financial officer and that the Company may not implement a Lien release without consent on account of the Ratio Test without first complying with this sentence and the immediately preceding sentence. The following terms shall have the following meanings when used in this paragraph (h):