Common use of Procedure for Redemptions Clause in Contracts

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense of the Issuer, shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 to each Noteholder of such Notes at least 20 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a) shall state (A) the Redemption Date, (B) the Redemption Price of the Notes to be redeemed, (C) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (D) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense of the Issuer, Issuer shall give deliver written notice in respect of any Redemption of any class of Notes under Section 3.8 to each Noteholder of such Notes at least 20 days five (5) Business Days (in case of an Optional Redemption in whole) or three (3) Business Days (in case of an Optional Redemption in part of the Original Notes (or any Refinancing Notes in respect of the Original Notes)) but not more than 60 30 days before the date scheduled for such Redemption Dateredemption, which written notice shall be delivered by the Issuer to the Trustee at least five (5) Business Days (or such shorter period as may be agreed to by the Trustee) prior to the date on which such notice is required to be delivered to Noteholders, for the Trustee to deliver to the Noteholders at the sole cost and expense of the Issuer through DTC, Euroclear or Clearstream for the Beneficial Holders and by regular mail, postage prepaid for the Noteholders holding Definitive Notes. Each notice in respect of a Redemption given pursuant to this Section 3.9(a) shall state (Ai) the expected applicable Redemption Date, (Bii) the projected Redemption Price of the Notes to be redeemed, (Ciii) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (Div) that the Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (Ev) that, unless the Issuer fails to pay the Redemption Price, interest on the Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (Fvi) if such Redemption is conditional upon the occurrence of any event or condition, including the issuance and sale of Subordinated Notes or Refinancing Notes, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the delivery of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Collection Account, deposit or cause to be deposited in into the Redemption Collection Account an amount in immediately available funds so that the total amount in the Redemption Collection Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Collection Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will shall be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense of the Issuer, or the written request of the Controlling Noteholder and at the expense of the Issuer in connection with a Noteholder-Required Redemption, shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date (or, in the case of a Noteholder-Required Redemption, at least two Business Days prior to such Redemption Date). Each notice in respect of a Redemption given pursuant to this Section 3.9(a) shall state (A) the Redemption Date, (B) the Redemption Price of the Notes to be redeemed, (C) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (D) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the delivery of any notice in respect of a Redemption, the Issuer or the Controlling Noteholder, as applicable, shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurredRedemption moneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and and, in the case of an Optional Redemption, any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and and, in the case of an Optional Redemption, any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b) (and such notice is not revoked by the Issuer in accordance with Section 3.9(b)), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and and, in the case of an Optional Redemption, any Transaction Expenses relating thereto as of the Redemption Date)) or, in the case of a Noteholder-Required Redemption, there shall be in the Milestone Payments Reserve Account or the Redemption Account, an amount sufficient to pay the Redemption Price. Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If If, in the case of an Optional Redemption, the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon Trustee (or the written request and at the expense Servicer acting as its agent (or any authorized agent of the Issuer, Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.10 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.11(a) shall state (A) the expected applicable Redemption Date, (B) the arrangements for making payments in respect of such Redemption, (C) the projected Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the mailing of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption it is conditional upon the occurrence of any event, including and subject to the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premiumpremium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, effect unless such event has occurredmoneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.11(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.11(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Dateaccrue. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Refinancing Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient equal to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)amount. (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.11(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b3.11(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Dateaccrue; provided, that, in each case, the Issuer shall have deposited with the Trustee or caused to be deposited in the Redemption Account a Paying Agent on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)Price. Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (ai) The Trustee, upon the written request and at the expense of the Issuer, shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 to each Noteholder of such Notes at least 20 days but not Not more than 60 and not less then 30 days before such prior to any Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a) shall state Date (A) the Redemption Dateor, (B) the Redemption Price of the Notes to be redeemed, (C) in the case of a redemption pursuant to Section 5(b)(ii), not more than 60 and not less than 5 Business Days prior to any Redemption Date), written notice (the "Redemption Notice") shall be given by first-class mail, postage prepaid, to each Holder of record of shares to be redeemed on the record date fixed for such redemption of the Notes Redeemable Preferred Stock or entitled to the benefits of a Change of Control Offer or Asset Disposition Offer, as the case may be, at such Holder's address as the same appears on the stock register of the Company; provided, however, that (1) a Redemption Notice may be given with respect to a redemption pursuant to Section 5(b)(ii) on a basis that is conditioned upon and subject to the occurrence of a Change of Control upon a date that may be subsequently changed (a "Conditional Redemption Notice") and (2) no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any class shares of Redeemable Preferred Stock to be redeemed except as to the Holder or Holders to whom the Company has failed to give such notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: in partthe case of a Change of Control Offer or Asset Disposition Offer only, that a Change of Control has occurred or that Remaining Net Available Proceeds resulting from an Asset Disposition exist, as the case may be, and that such Holder has the right to require the Company to redeem such Holder's Redeemable Preferred Stock at the within mentioned Redemption Price, in the case of an Asset Disposition Offer, up to a maximum aggregate Redemption Price equal to the Remaining Net Available Proceeds less the amount of fees and expenses associated with the making and consummation of the Asset Disposition Offer; the Redemption Price or, if unascertainable, how the Redemption Price will be calculated; in the case of an optional redemption only, whether all or less than all the outstanding shares of a series of Redeemable Preferred Stock are to be redeemed and the total number of shares of such Redeemable Preferred Stock being redeemed; in the case of an optional redemption only, the portion number and series of shares of Redeemable Preferred Stock held by the Holder that the Company intends to redeem; in the case of an Asset Disposition Offer only, the aggregate Remaining Net Available Proceeds available to redeem shares of Redeemable Preferred Stock pursuant to the Asset Disposition Offer and to pay fees and expenses associated therewith; in the case of an Asset Disposition Offer only, that any shares of Redeemable Preferred Stock tendered in excess of the Outstanding Principal Balance maximum number able to be repurchased with the Remaining Net Available Proceeds (net of fees and expenses associated with the Notes Asset Disposition Offer) will be returned to the Holder and will be treated for all purposes as if such shares had not been tendered for redemption, and that in the event of such an excess tender, the Company shall select the shares of Redeemable Preferred Stock to be redeemed as nearly as practicable on a pro rata basis; the Redemption Date or, in the case of a Conditional Redemption Notice, the first possible and intended Redemption Date; in the case of an optional redemption or maturity date redemption only, that the Holder is expected to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock to be redeemed; in the case of a Change of Control Offer or Asset Disposition Offer only, (D) that Notes the Holder is to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock that such Holder has elected to be redeemed; that dividends on the shares of any Redeemable Preferred Stock to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue accumulate on the day prior to such Redemption Date unless the Company defaults in the payment of the redemption price; and the name of any bank or trust company performing the duties referred to in subsection (d)(iv) below. (ii) On or before a Redemption Date, each Holder of Redeemable Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares of Redeemable Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (iii) On and after the Redemption Date and (F) if such Redemption is conditional upon Date, unless the occurrence of any event or condition, such event or condition. If mailed Company defaults in the manner herein providedpayment in full of the applicable redemption price, dividends on the notice Redeemable Preferred Stock called or tendered for redemption shall be conclusively presumed cease to accumulate on the day prior to the Redemption Date, and the Holders of such shares shall cease to have been given whether or not any further rights with respect thereto on the Noteholder receives such noticeRedemption Date, other than the right to receive the redemption price, without interest. (biv) Any If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that specified therein the funds necessary for such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes redemption shall have been given as provided deposited by the Company with such bank or trust company in Section 3.9(atrust for the pro rata benefit of the Holders of the Redeemable Preferred Stock called or tendered for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called or tendered, or to be so called or tendered pursuant to such irrevocable authorization, for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the Holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or of any state within the United States, shall have capital, surplus and undivided profits aggregating at least $25,000,000 (a "Qualified Bank") and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on be identified in the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, Notice. Any interest accrued on such Notes shall cease to accrue on funds from and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes Date shall be paid to the Company from time to time. Any funds so set aside or deposited, as the case may be, and redeemed unclaimed at the applicable Redemption Price. On or before any end of one year from such Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal permitted by law, be released or repaid to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as Company, after which release or repayment the Holders of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds shares so that the total amount in the Redemption Account called for redemption shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior look only to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption AccountCompany for payment thereof. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon Trustee (or the written request and at the expense Servicer acting as its agent (or any authorized agent of the Issuer, any such Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.9 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.10(a) shall state (A) the expected applicable Redemption Date, (B) the arrangements for making payments in respect of such Redemption, (C) the projected Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the mailing of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including and subject to the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurredRedemption moneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon Trustee (or the written request and at the expense Servicer acting as its agent (or any authorized agent of the Issuer, Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.10 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. The Trustee shall not be permitted to deliver any notice under this Section 3.11(a) unless and until it shall have received evidence reasonably satisfactory to it that amounts sufficient to pay (i) the Redemption Price for such class of Notes, (ii) all accrued and unpaid interest, including Additional Interest, in respect of each class of Notes ranking pari passu therewith or prior thereto and (iii) the Transaction Expenses relating to such Redemption are deposited, or will be deposited on or before the Redemption Date, in the Redemption Account established in respect of such Redemption. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.11(a) shall state (A) the applicable Redemption Date, (B) the Trustee’s arrangements for making payments in respect of such Redemption, (C) the Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to will be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay defaults in the payment of the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. Failure to give notice or any defect in the notice shall not affect the validity of the notice. (b) Any such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a RedemptionRedemption under Section 3.10, the Issuer shall, to the extent an amount equal to the Redemption Price of such the Notes (to be redeemed and any Transaction Refinancing Expenses relating thereto as of the Redemption Date) Date is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient equal to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)amount. (dc) If After notice has been given under Section 3.11(a) as to the Redemption Date in respect of a any Redemption, the Outstanding Principal Balance of the Notes to be redeemed on such Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes Date shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, and from and after such Notes Redemption Date (unless there shall be a default by the Issuer in the payment of the Redemption Price) such principal amount shall cease to bear interest. Upon surrender of any Note for redemption in accordance with such notice, the Redemption Price of such Note shall be paid and redeemed at the applicable Redemption Priceas provided for in Section 3.10(a). If the Issuer any Note to be redeemed shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Datebe so paid upon surrender thereof for redemption, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions Outstanding Principal Balance thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to from the Redemption Date, on or prior Date until paid at the interest rate applicable to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) Note. All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (ai) The Trustee, upon the written request Not more than 60 and at the expense of the Issuer, shall give written notice in respect of not less then 30 days prior to any Redemption Date (or, in the case of any class of Notes under a redemption pursuant to Section 3.8 to each Noteholder of such Notes at least 20 days but 5(b)(ii), not more than 60 days before such and not less than 5 Business Days prior to any Redemption Date. Each ), written notice in respect (the "REDEMPTION NOTICE") shall be given by first-class mail, postage prepaid, to each Holder of record of shares to be redeemed on the record date fixed for such redemption of the Redeemable Preferred Stock or entitled to the benefits of a Change of Control Offer or Asset Disposition Offer, as the case may be, at such Holder's address as the same appears on the stock register of the Company; provided, however, that (1) a Redemption Notice may be given with respect to a redemption pursuant to this Section 3.9(a5(b)(ii) on a basis that is conditioned upon and subject to the occurrence of a Change of Control upon a date that may be subsequently changed (a "CONDITIONAL REDEMPTION NOTICE") and (2) no failure to give such notice nor any deficiency therein shall state affect the validity of the procedure for the redemption of any shares of Redeemable Preferred Stock to be redeemed except as to the Holder or Holders to whom the Company has failed to give such notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: (A) in the case of a Change of Control Offer or Asset Disposition Offer only, that a Change of Control has occurred or that Remaining Net Available Proceeds resulting from an Asset Disposition exist, as the case may be, and that such Holder has the right to require the Company to redeem such Holder's Redeemable Preferred Stock at the within mentioned Redemption DatePrice, in the case of an Asset Disposition Offer, up to a maximum aggregate Redemption Price equal to the Remaining Net Available Proceeds less the amount of fees and expenses associated with the making and consummation of the Asset Disposition Offer; (B) the Redemption Price of or, if unascertainable, how the Notes to Redemption Price will be redeemed, calculated; (C) in the case of an optional redemption only, whether all or less than all the outstanding shares of a Redemption series of Redeemable Preferred Stock are to be redeemed and the total number of shares of such Redeemable Preferred Stock being redeemed; (D) in the case of an optional redemption only, the number and series of shares of Redeemable Preferred Stock held by the Holder that the Company intends to redeem; (E) in the case of an Asset Disposition Offer only, the aggregate Remaining Net Available Proceeds available to redeem shares of Redeemable Preferred Stock pursuant to the Asset Disposition Offer and to pay fees and expenses associated therewith; (F) in the case of an Asset Disposition Offer only, that any shares of Redeemable Preferred Stock tendered in excess of the Notes maximum number able to be repurchased with the Remaining Net Available Proceeds (net of any class fees and expenses associated with the Asset Disposition Offer) will be returned to the Holder and will be treated for all purposes as if such shares had not been tendered for redemption, and that in partthe event of such an excess tender, the portion Company shall select the shares of Redeemable Preferred Stock to be redeemed as nearly as practicable on a pro rata basis; (G) the Outstanding Principal Balance Redemption Date or, in the case of a Conditional Redemption Notice, the Notes first possible and intended Redemption Date; (H) in the case of an optional redemption or maturity date redemption only, that the Holder is expected to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock to be redeemed; (I) in the case of a Change of Control Offer or Asset Disposition Offer only, that the Holder is to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock that such Holder has elected to be redeemed; (DJ) that Notes dividends on the shares of any Redeemable Preferred Stock to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue accumulate on the day prior to such Redemption Date unless the Company defaults in the payment of the redemption price; and (K) the name of any bank or trust company performing the duties referred to in subsection (d)(iv) below. (ii) On or before a Redemption Date, each Holder of Redeemable Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares of Redeemable Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (iii) On and after the Redemption Date and (F) if such Redemption is conditional upon Date, unless the occurrence of any event or condition, such event or condition. If mailed Company defaults in the manner herein providedpayment in full of the applicable redemption price, dividends on the notice Redeemable Preferred Stock called or tendered for redemption shall be conclusively presumed cease to accumulate on the day prior to the Redemption Date, and the Holders of such shares shall cease to have been given whether or not any further rights with respect thereto on the Noteholder receives such noticeRedemption Date, other than the right to receive the redemption price, without interest. (biv) Any If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that specified therein the funds necessary for such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes redemption shall have been given as provided deposited by the Company with such bank or trust company in Section 3.9(atrust for the pro rata benefit of the Holders of the Redeemable Preferred Stock called or tendered for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called or tendered, or to be so called or tendered pursuant to such irrevocable authorization, for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the Holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or of any state within the United States, shall have capital, surplus and undivided profits aggregating at least $25,000,000 (a "QUALIFIED BANK") and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on be identified in the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, Notice. Any interest accrued on such Notes shall cease to accrue on funds from and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes Date shall be paid to the Company from time to time. Any funds so set aside or deposited, as the case may be, and redeemed unclaimed at the applicable Redemption Price. On or before any end of one year from such Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal permitted by law, be released or repaid to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as Company, after which release or repayment the Holders of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds shares so that the total amount in the Redemption Account called for redemption shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior look only to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption AccountCompany for payment thereof. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense of the Issuer, Issuer shall give deliver written notice in respect of any Redemption of any class of Notes under Section 3.8 to each Noteholder of such Notes at least 20 days five (5) Business Days (in case of an Optional Redemption in whole) or three (3) Business Days (in case of an Optional Redemption in part of the Original Notes (or any Refinancing Notes in respect of the Original Notes)) but not more than 60 30 days before the date scheduled for such Redemption Dateredemption, which written notice shall be delivered by the Issuer to the Trustee for the Trustee to deliver to the Noteholders at the sole cost and expense of the Issuer through DTC, Euroclear or Clearstream for the Beneficial Holders and by regular mail, postage prepaid for the Noteholders holding Definitive Notes. Each notice in respect of a Redemption given pursuant to this Section 3.9(a) shall state (Ai) the expected applicable Redemption Date, (Bii) the projected Redemption Price of the Notes to be redeemed, (Ciii) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (Div) that the Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (Ev) that, unless the Issuer fails to pay the Redemption Price, interest on the Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (Fvi) if such Redemption is conditional upon the occurrence of any event or condition, including, without limitation, the issuance and sale of Subordinated Notes or Refinancing Notes, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the delivery of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Collection Account, deposit or cause to be deposited in into the Redemption Collection Account an amount in immediately available funds so that the total amount in the Redemption Collection Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (ai) The Trustee, upon the written request Not more than 60 and at the expense of the Issuer, shall give written notice in respect of not less then 30 days prior to any Redemption Date (or, in the case of any class of Notes under a redemption pursuant to Section 3.8 to each Noteholder of such Notes at least 20 days but 5(b)(ii), not more than 60 days before such and not less than 5 Business Days prior to any Redemption Date. Each ), written notice in respect (the "Redemption Notice") shall be given by first-class mail, postage prepaid, to each Holder of record of shares to be redeemed on the record date fixed for such redemption of the Redeemable Preferred Stock or entitled to the benefits of a Change of Control Offer or Asset Disposition Offer, as the case may be, at such Holder's address as the same appears on the stock register of the Company; provided, however, that (1) a Redemption Notice may be given with respect to a redemption pursuant to this Section 3.9(a5(b)(ii) on a basis that is conditioned upon and subject to the occurrence of a Change of Control upon a date that may be subsequently changed (a "Conditional Redemption Notice") and (2) no failure to give such notice nor any deficiency therein shall state affect the validity of the procedure for the redemption of any shares of Redeemable Preferred Stock to be redeemed except as to the Holder or Holders to whom the Company has failed to give such notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: (A) in the case of a Change of Control Offer or Asset Disposition Offer only, that a Change of Control has occurred or that Remaining Net Available Proceeds resulting from an Asset Disposition exist, as the case may be, and that such Holder has the right to require the Company to redeem such Holder's Redeemable Preferred Stock at the within mentioned Redemption DatePrice, in the case of an Asset Disposition Offer, up to a maximum aggregate Redemption Price equal to the Remaining Net Available Proceeds less the amount of fees and expenses associated with the making and consummation of the Asset Disposition Offer; (B) the Redemption Price of or, if unascertainable, how the Notes to Redemption Price will be redeemed, calculated; (C) in the case of an optional redemption only, whether all or less than all the outstanding shares of a Redemption series of Redeemable Preferred Stock are to be redeemed and the total number of shares of such Redeemable Preferred Stock being redeemed; (D) in the case of an optional redemption only, the number and series of shares of Redeemable Preferred Stock held by the Holder that the Company intends to redeem; (E) in the case of an Asset Disposition Offer only, the aggregate Remaining Net Available Proceeds available to redeem shares of Redeemable Preferred Stock pursuant to the Asset Disposition Offer and to pay fees and expenses associated therewith; (F) in the case of an Asset Disposition Offer only, that any shares of Redeemable Preferred Stock tendered in excess of the Notes maximum number able to be repurchased with the Remaining Net Available Proceeds (net of any class fees and expenses associated with the Asset Disposition Offer) will be returned to the Holder and will be treated for all purposes as if such shares had not been tendered for redemption, and that in partthe event of such an excess tender, the portion Company shall select the shares of Redeemable Preferred Stock to be redeemed as nearly as practicable on a pro rata basis; (G) the Outstanding Principal Balance Redemption Date or, in the case of a Conditional Redemption Notice, the Notes first possible and intended Redemption Date; (H) in the case of an optional redemption or maturity date redemption only, that the Holder is expected to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock to be redeemed; (I) in the case of a Change of Control Offer or Asset Disposition Offer only, that the Holder is to surrender to the Company, at the place or places that shall be designated in such Redemption Notice, its certificates representing the shares of Redeemable Preferred Stock that such Holder has elected to be redeemed; (DJ) that Notes dividends on the shares of any Redeemable Preferred Stock to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue accumulate on the day prior to such Redemption Date unless the Company defaults in the payment of the redemption price; and (K) the name of any bank or trust company performing the duties referred to in subsection (d)(iv) below. (ii) On or before a Redemption Date, each Holder of Redeemable Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares of Redeemable Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (iii) On and after the Redemption Date and (F) if such Redemption is conditional upon Date, unless the occurrence of any event or condition, such event or condition. If mailed Company defaults in the manner herein providedpayment in full of the applicable redemption price, dividends on the notice Redeemable Preferred Stock called or tendered for redemption shall be conclusively presumed cease to accumulate on the day prior to the Redemption Date, and the Holders of such shares shall cease to have been given whether or not any further rights with respect thereto on the Noteholder receives such noticeRedemption Date, other than the right to receive the redemption price, without interest. (biv) Any If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that specified therein the funds necessary for such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes redemption shall have been given as provided deposited by the Company with such bank or trust company in Section 3.9(atrust for the pro rata benefit of the Holders of the Redeemable Preferred Stock called or tendered for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called or tendered, or to be so called or tendered pursuant to such irrevocable authorization, for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the Holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or of any state within the United States, shall have capital, surplus and undivided profits aggregating at least $25,000,000 (a "Qualified Bank") and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on be identified in the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, Notice. Any interest accrued on such Notes shall cease to accrue on funds from and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes Date shall be paid to the Company from time to time. Any funds so set aside or deposited, as the case may be, and redeemed unclaimed at the applicable Redemption Price. On or before any end of one year from such Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal permitted by law, be released or repaid to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as Company, after which release or repayment the Holders of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds shares so that the total amount in the Redemption Account called for redemption shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior look only to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption AccountCompany for payment thereof. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense Trustee (or any Servicer acting as its agent (or any authorized agent of the Issuer, any such Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.9 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.10(a) shall state (A) the expected applicable Redemption Date, (B) the arrangements for making payments in respect of such Redemption, (C) the projected Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the mailing of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption it is conditional upon the occurrence of any event, including and subject to the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, effect unless such event has occurredmoneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Dateaccrue. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Refinancing Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient equal to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)amount. (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Dateaccrue; provided, that, in each case, the Issuer shall have deposited with the Trustee or caused to be deposited in the Redemption Account a Paying Agent on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)Price. Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon At the written request and at the expense of the Issuer, the Trustee shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.6 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.7(a) shall state (A) the expected applicable Redemption Date, (B) the projected Redemption Price of the Notes to be redeemed, (C) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (D) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any such noticenotice in respect of a Redemption, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurredRedemption moneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.7(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.7(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before 11:00 a.m. (New York City time) on any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, shall deposit or cause to be deposited in with the Redemption Account Trustee or a Paying Agent an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and 3.7(a), such notice shall contain have contained the language permitted at the Issuer’s option under Section 3.9(b)3.7(b) and the conditional event specified in the notice has occurred, (i) such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account and (ii) on or prior to before 11:00 a.m. (New York City time) on the any Redemption Date in respect of such a Redemption, the Issuer shall deposit or cause to be deposited with the Trustee or a Paying Agent an amount in immediately available funds sufficient to pay the such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making or causing to be made such deposit on the Redemption Date and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make or cause to be made such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon the written request and at the expense Trustee (or Servicer acting as its agent (or any authorized agent of the Issuer, Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.1 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date; provided, that, in connection with a Mandatory Redemption, if the events giving rise to such Mandatory Redemption shall have occurred within the 30 days prior to such Redemption Date, then such written notice shall be given to each Noteholder as promptly as practicable. Except in connection with a Mandatory Redemption, the Trustee shall not be permitted to deliver any notice under this Section 3.2(a) unless and until it shall have received evidence reasonably satisfactory to it that amounts sufficient to pay (i) the Redemption Price for such class of Notes plus the Redemption Premium, if any, (ii) all accrued and unpaid interest, including Additional Interest, in respect of each class of Notes ranking pari passu therewith or prior thereto and (iii) the Transaction Expenses relating to such Redemption are deposited, or will be deposited on or before the Redemption Date, in the Repayment/Redemption Account established in respect of such Redemption. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.2(a) shall state (A) the applicable Redemption DateDate and whether the Redemption is a Mandatory Redemption, a Special Tax Redemption, an Optional Redemption or any other redemption of Notes described in Section 3.1(b), (B) the Trustee's arrangements for making payments in respect of such Redemption, (C) the Redemption Price of the Notes to be redeemedredeemed and the Redemption Premium, if any, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to will be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price and Redemption Premium, if any, on such Notes, Notes and (EF) that, unless Royalty Sub defaults in the Issuer fails to pay payment of the Redemption PricePrice or Redemption Premium, if any, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. Failure to give notice or any defect in the notice shall not affect the validity of the notice. (b) Any such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurred. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a RedemptionRedemption under Section 3.1, the Issuer Royalty Sub shall, to the extent an amount equal to the Redemption Price and Redemption Premium, if any, of such the Notes (to be redeemed and any Transaction Expenses relating thereto as of the Redemption Date) Date is not then held by the Issuer Royalty Sub or on deposit in the Repayment/Redemption Account, deposit or cause to be deposited in the Repayment/Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient equal to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)amount. (dc) If After notice has been given under Section 3.2(a) as to the Redemption Date in respect of a any Redemption, the Outstanding Principal Balance of the Notes to be redeemed on such Redemption for any Notes shall have been given as provided in Section 3.9(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b), such Notes Date shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, and from and after such Notes Redemption Date (unless there shall be a default by Royalty Sub in the payment of the Redemption Price or the Redemption Premium, if any) such principal amount shall cease to bear interest. Upon surrender of any Note for redemption in accordance with such notice, the Redemption Price and Redemption Premium, if any, of such Note shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee provided for cancellation and may not be reissued or resold.in

Procedure for Redemptions. (a) The Trustee, upon At the written request and at the expense of the Issuer, the Trustee shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.6 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.7(a) shall state (A) the expected applicable Redemption Date, (B) the projected Redemption Price of the Notes to be redeemed, (C) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (D) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, (E) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or condition. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any such noticenotice in respect of a Redemption, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurredRedemption moneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.7(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.7(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before 11:00 a.m. (New York City time) on any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, shall deposit or cause to be deposited in with the Redemption Account Trustee or a Paying Agent an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a) and 3.7(a), such notice shall contain have contained the language permitted at the Issuer’s option under Section 3.9(b)3.7(b) and the conditional event specified in the notice has occurred, (i) such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account and (ii) on or prior to before 11:00 a.m. (New York City time) on the any Redemption Date in respect of such a Redemption, the Issuer shall deposit or cause to be deposited with the Trustee or a Paying Agent an amount in immediately available funds sufficient to pay the such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making or causing to be made such deposit on the Redemption Date and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make or cause to be made such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon Trustee (or the written request and at the expense Servicer acting as its agent (or any authorized agent of the Issuer, Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.10 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.11(a) shall state (A) the expected applicable Redemption Date, (B) the arrangements for making payments in respect of such Redemption, (C) the projected Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. Failure to give notice or any defect in the notice shall not affect the validity of the notice. (b) Any If, at the time of the mailing of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption it is conditional upon the occurrence of any event, including and subject to the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premiumpremium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, effect unless such event has occurredmoneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.11(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.11(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after such Notes shall be deemed not to be entitled to any benefit under this Indenture, except to receive payment of the Redemption DatePrice. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Refinancing Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient equal to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)amount. (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.11(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b3.11(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and Price, interest on such Notes shall cease to accrue on and after such Notes shall be deemed not to be entitled to any benefit under this Indenture, except to receive payment of the Redemption DatePrice; provided, that, in each case, the Issuer shall have deposited with the Trustee or caused to be deposited in the Redemption Account a Paying Agent on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date)Price. Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.

Procedure for Redemptions. (a) The Trustee, upon Trustee (or the written request and at the expense Servicer acting as its agent (or any authorized agent of the Issuer, any such Servicer)) shall give written notice in respect of any Redemption of any class of Notes under Section 3.8 3.9 to each Noteholder of such Notes at least 20 30 days but not more than 60 days before such Redemption Date. Each notice in respect of a Redemption given pursuant to this Section 3.9(a3.10(a) shall state (A) the expected applicable Redemption Date, (B) the arrangements for making payments in respect of such Redemption, (C) the projected Redemption Price of the Notes to be redeemed, (CD) in the case of a Redemption of the Notes of any class in part, the portion of the Outstanding Principal Balance of the Notes that is expected to be redeemed, (DE) that Notes to be redeemed in a Redemption in whole must be surrendered (which action may be taken by any Noteholder or its authorized agent) to the Trustee to collect the Redemption Price on such Notes, Notes and (EF) that, unless the Issuer fails to pay the Redemption Price, interest on Notes called for Redemption in whole shall cease to accrue on and after the Redemption Date and (F) if such Redemption is conditional upon the occurrence of any event or condition, such event or conditionDate. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been given whether or not the Noteholder receives such notice. (b) Any If, at the time of the mailing of any notice in respect of a Redemption, the Issuer shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by the Issuer and available to be used for such Redemption to redeem all of the Notes called for Redemption, such notice, at the election of the Issuer, may state that such Redemption is conditional upon the occurrence of any event, including and subject to the receipt of the redemption moneys in an amount sufficient to pay the principal of and Premium, if any, and interest on the Notes being redeemed and related Transaction Expenses by the Trustee on or before the Redemption Date and that such notice shall be of no force and effect, and the Issuer shall not be required to redeem such Notes, unless such event has occurredRedemption moneys are so received on or before such Redemption Date. (c) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall not contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price, and, unless there is a default in the payment of the applicable Redemption Price, interest on such Notes shall cease to accrue on and after the Redemption Date. Upon presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. On or before any Redemption Date in respect of such a Redemption, the Issuer shall, to the extent an amount equal to the Redemption Price of such Notes (and any Transaction Expenses relating thereto as of the Redemption Date) is not then held by the Issuer or on deposit in the Redemption Account, deposit or cause to be deposited in the Redemption Account an amount in immediately available funds so that the total amount in the Redemption Account shall be sufficient to pay such Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). (d) If notice in respect of a Redemption for any Notes shall have been given as provided in Section 3.9(a3.10(a) and such notice shall contain the language permitted at the Issuer’s option under Section 3.9(b3.10(b), such Notes shall become due and payable on the Redemption Date at the Corporate Trust Office at the applicable Redemption Price and interest on such Notes shall cease to accrue on and after the Redemption Date; provided, that, in each case, the Issuer shall have deposited or caused to be deposited in the Redemption Account on or prior to 11:00 a.m. (New York City time) on the Redemption Date an amount sufficient to pay the Redemption Price (and any Transaction Expenses relating thereto as of the Redemption Date). Upon the Issuer making such deposit and presentation and surrender of such Notes at the Corporate Trust Office, such Notes shall be paid and redeemed at the applicable Redemption Price. If the Issuer shall not make such deposit on or prior to 11:00 a.m. (New York City time) on the Redemption Date, the notice in respect of Redemption shall be of no force and effect, and the principal on such Notes or specified portions thereof shall continue to bear interest as if such notice in respect of Redemption had not been given. (e) If requested in writing by the Issuer at least one Business Day prior to the Redemption Date, on or prior to the Redemption Date, the Trustee shall transfer the amounts set forth in such written request in the Capital Account to the Redemption Account. (f) All Notes that are redeemed will be surrendered to the Trustee for cancellation and may not be reissued or resold.