Common use of Redemption Mechanics Clause in Contracts

Redemption Mechanics. After receipt of a Redemption Notice and on the date the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if any.

Redemption Mechanics. After receipt (i) Subject to the satisfaction of a any Redemption Notice and on Contingency that is specified in the date the Put Right is exercised as indicated in such relevant Redemption Notice, the Redemption shall be completed on the Redemption Date and such Class A Shares issuable upon the Redemption, or, if a Cash Election has been made, the Cash Election Amount shall be delivered to the Redeeming Member, as applicable, as soon as reasonably practicable on or following the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the date that is three Business Days prior to Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo, except, for the avoidance of doubt, in the event the Redeeming Member has waived such revocation right prior to delivering such Redemption Notice); provided, however, that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter; provided further, that if PubCo has not complied with its obligations under the Registration Rights Agreement with respect to the Redeeming Member at the time of delivery of a Retraction Notice, such notice shall redeem not be subject to the quarterly limitation in the immediately preceding clause. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and any other member of the PubCo Holdings Group, as applicable) rights and obligations arising from the retracted Redemption Notice. (ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 3.6(b)(i) or PubCo has elected to exercise its Call Right pursuant to Section 3.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units (and a corresponding number of Class A Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal B Shares) to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions Company, in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, each case free and clear of all liens and encumbrances, and (B) unless, in the event of a Cash Election by the Company, the Company in its discretion elects to fund any part of the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) without a contribution from PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo), PubCo shall furnish directly or indirectly contribute to the Company all documentation reasonably required the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) and, as described in Section 3.1(e), the Company shall issue to PubCo (or such other member(s) of the PubCo Holdings Group, as applicable) a number of Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), and (z) if the Redeemed Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (ii)(A) of this Section 3.6(b) and the number of Redeemed Units, and (D) PubCo shall cancel the surrendered Class B Shares. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemedmakes a valid Cash Election, the selection PubCo Holdings Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any Discount) from the sale by PubCo of a number of Class A Preferred Shares equal to the number of Redeemed Units for redemption and Class B Shares to be redeemed with such cash or from the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided that PubCo’s Capital Account (or the Capital Account(s) of the other member(s) of the PubCo Holdings Group, as applicable) shall be made pro-rata among increased by the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by such Discount in accordance with Section 6.9; provided further, that the Trust, if anycontribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.

Redemption Mechanics. After receipt At least 20 but not more than 30 days prior to the Redemption Date, written notice (the "Redemption Notice") shall be given by the Corporation by mail, holder of a Redemption Notice and record (at the close of business on the date business day next preceding the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, day on which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds is given) of shares of Series A convertible Preferred Stock notifying such holder of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in and specifying the Redemption NoticePrice, the Redemption date and the place where said Redemption Price shall be payable. In consideration for The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Series A Convertible Preferred Stock (except the right to receive the Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for the redemption of shares of Series A Convertible Preferred Stock on the Redemption Date are insufficient to redeem the total number of outstanding shares of Series A convertible Preferred Stock, the Class holders of shares of Series A convertible Preferred Member Stock shall transfer share ratably in any funds legally available for redemption of such shares according to the Company respective amounts which would be payable with respect to the full number of its Class shares owned by them if all such outstanding shares were redeemed in full. The shares of Series A Convertible Preferred Units Stock not redeemed shall remain outstanding and entitled to be so redeemed, free all rights and clear preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legally available for the redemption of such Class shares of Series A Convertible Preferred Units. If less than all Stock, such funds will be used, at the outstanding Class A Preferred Units end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are to be redeemedthen legally available, on the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anybasis set forth above.

Redemption Mechanics. After Within thirty (30) days following its receipt of a Redemption Notice, the Corporation shall provide written notice to the holder that submitted the Redemption Notice notifying such holder of the Redemption Date and specifying the Preferred Redemption Price and the place where said Preferred Redemption Price shall be payable. The notice shall be addressed to such holder at its address as shown by the records of the Corporation. Upon receipt of the such notice, the holder of shares of Series A Preferred shall surrender the certificate or certificates representing the shares to be redeemed to the Corporation, duly assigned or endorsed for transfer (or accompanied by duly executed stock powers relating thereto), or shall deliver an affidavit of loss with respect to such certificates at the principal executive office of the Corporation or such other place as the Corporation may from time to time designate by notice to such holder, and on the date Redemption Date corresponding to such Redemption Notice each surrendered certificate shall be canceled and retired and the Put Right Corporation shall thereafter make payment of the Preferred Redemption Price; provided, however, that if the Corporation has insufficient funds legally available to redeem all shares required to be redeemed, such holder shall, in addition to receiving the payment of the portion of the aggregate Preferred Redemption Price that the Corporation is exercised as indicated not legally prohibited from paying to such holder, receive a new stock certificate for those shares of Series A Preferred subject to such Redemption Notice but not so redeemed. From and after the close of business on the Redemption Date corresponding to such Redemption Notice, unless there shall have been a default in the payment of the Preferred Redemption Price, all rights of such holders of shares of Series A Preferred (except the right to receive the Preferred Redemption Price) shall cease with respect to the shares actually redeemed on such Redemption Date, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series A Preferred on such Redemption Date are insufficient to redeem the total number of shares of Series A Preferred subject to such Redemption Notice, the Company holders of such shares shall share ratably in any funds legally available for redemption according to the respective amounts which would be payable to them if the full number of shares to be redeemed on such Redemption Date were actually redeemed. The shares of Series A Preferred required to be redeemed but not so redeemed shall remain outstanding and the holder thereof shall be entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series A Preferred, such funds will be used to redeem the number balance of Class A Preferred Units as such shares, or such portion thereof for which funds are then legally available, on the basis set forth in such above. For purposes of this Section 8(d), all references to any Redemption Notice, which amount may include fractional Units, and the redemption amount Date shall be equal deemed to include both transactions on a Redemption Date and, in the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Unitscase where the Corporation exercises its deferral right pursuant to Section 8(c), if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds redemption of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration remaining unredeemed shares noticed for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anyredemption.

Redemption Mechanics. After At least 20 but not more than 30 days prior to the Redemption Date, written notice (the "Redemption Notice") shall be given by the Corporation by delivery in person, certified or registered mail, return receipt requested, facsimile, telecopier or telex, to each holder of a Redemption Notice and record at the close of business on the date business day next preceding the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, day on which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds is given) of shares of Preferred Stock notifying such holder of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in and specifying the Redemption NoticePrice, the Redemption Date and the place where said Redemption Price shall be payable. In consideration for The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Preferred Stock (except the right to receive the Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the corporation legally available for redemption of shares of Preferred Stock on the Redemption Date are insufficient to redeem the total number of outstanding shares of Preferred Stock, the Class A holders of shares of Preferred Member Stock shall transfer share ratably in any funds legally available for redemption of such shares according to the Company respective amounts which would be payable with respect to the full number of its Class A shares owned by them if all such outstanding shares were redeemed in full. The shares of Preferred Units Stock not redeemed shall remain outstanding and entitled to be so redeemed, free all rights and clear preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legally available for the redemption of such Class A shares of Preferred Units. If less than all Stock, such funds will be used, at the outstanding Class A Preferred Units end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are to be redeemedthen egally available, on the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anybasis set forth above.

Redemption Mechanics. After If a Series A Preferred Holder has submitted a Change of Control Redemption Notice in accordance with Section 5.8(g)(ii), the Partnership shall deliver the applicable Change of Control Redemption Price to such Series A Preferred Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Partnership’s receipt of such notice otherwise. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a Redemption Notice and on time a Series A Preferred Holder is entitled to receive a cash payment under any of the date other Series A Preferred Transaction Documents, at the Put Right is exercised as indicated option of such Series A Preferred Holder delivered in such Redemption Noticewriting to the Partnership, the Company applicable Redemption Price hereunder shall redeem be increased by the number amount of Class such cash payment owed to such Series A Preferred Units as set forth in Holder under such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class other Series A Preferred Units plus accrued and unpaid distributions Transaction Document and, upon payment in respect full or conversion in accordance herewith, shall satisfy the Partnership’s payment obligation under such other Series A Preferred Transaction Document. In the event of such redeemed Class a redemption of less than all of the Series A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company Partnership shall distribute the proceeds of the redemption promptly cause to the Class be issued and delivered to such Series A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated Holder a new Preferred Certificate (in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this accordance with Section 4.5(c5.8(l), the Class A Preferred Member shall transfer to the Company ) representing the number of its Class Series A Preferred Units which have not been redeemed. In the event that the Partnership does not pay the applicable Redemption Price to be so redeemeda Series A Preferred Holder within the time period required for any reason (including, free and clear of all liens and encumbranceswithout limitation, and shall furnish to the Company all documentation reasonably required by extent such payment is prohibited pursuant to the Company to effect Delaware Act), at any time thereafter and evidence until the redemption of Partnership pays such Class unpaid Redemption Price in full, such Series A Preferred Units. If less than Holder shall have the option, in lieu of redemption, to require the Partnership to promptly return to such Series A Preferred Holder all or any of the outstanding Class Series A Preferred Units are to be redeemed, the selection of Class A Preferred Units that were submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Partnership’s receipt of such notice, (x) the applicable Redemption Notice shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class null and void with respect to such Series A Preferred Units, Schedule and (y) the Partnership shall immediately return the applicable Series A attached hereto shall be amended Preferred Unit Certificate, or issue a new Series A Preferred Unit Certificate (in accordance with Section 5.8(l)(iv)), to reflect such Series A Preferred Holder, and in each case the remaining amount Additional Amount of Class such Series A Preferred Units held shall be increased by an amount equal to the Trustdifference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 5.8(g)(iii), if anyapplicable) minus (2) the Stated Value portion of the Conversion Amount submitted for redemption.

Redemption Mechanics. After receipt (i) Subject to the satisfaction of a Redemption Notice and on any contingency described in Section 3.6(a)(ii)(C) that is specified in the date the Put Right is exercised as indicated in such relevant Redemption Notice, the Redemption shall be completed on the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo); provided, however, that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter. The timely delivery of a Retraction Notice shall redeem terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and, as applicable, any other member of the PubCo Holdings Group’s) rights and obligations arising from the retracted Redemption Notice. (ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 3.6(b)(i) or PubCo (or such designated member(s) of the PubCo Holdings Group) has elected its Call Right pursuant to Section 3.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units (and a corresponding number of Class A Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal B Shares) to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions Company, in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, each case free and clear of all liens and encumbrances, and (B) unless, in the event of a Cash Election by the Company, the Company in its discretion elects to fund any part of the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) without a contribution from PubCo or another member of the PubCo Holdings Group, PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) shall furnish contribute to the Company all documentation reasonably required the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) and, as described in Section 3.1(e), the Company shall issue to PubCo (or such designated member(s) of the PubCo Holdings Group) a number of Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), and (z) if the Redeemed Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (ii)(A) of this Section 3.6(b) and the number of Redeemed Units, and (D) PubCo shall cancel the surrendered Class B Shares. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemedmakes a valid Cash Election, the selection PubCo Holdings Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any Discount) from the sale by PubCo of a number of Class A Preferred Shares equal to the number of Redeemed Units for redemption shall to be made pro-rata among redeemed with such cash or from the outstanding Class A Preferred Units. Upon any redemption sale of Class A Preferred Units, Schedule A attached hereto shall be amended other PubCo Equity Securities used to reflect fund the remaining amount of Class A Preferred Units held by the Trust, if anyCash Election Amount.

Redemption Mechanics. After receipt of a Redemption Notice and on the date the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A or Class B Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member exercising its Put Right (the “Redeeming Preferred Member”) no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Redeeming Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units held by the Redeeming Preferred Member are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred UnitsUnits held by the Redeeming Preferred Member. Upon any the redemption of Class A any Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount amount, if any, of Class A Preferred Units held by the Trust, if anyTrust I and Trust II.

Redemption Mechanics. After receipt At least 20 but not more than 30 days prior to the Redemption Date, written notice (the "Redemption Notice") shall be given by the Corporation by mail, postage prepaid, or by telex to non-U.S. residents, to each holder of a Redemption Notice and record (at the close of business on the date business day next preceding the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, day on which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds is given) of shares of Series A Convertible Preferred Stock notifying such holder of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in and specifying the Redemption NoticePrice, the Redemption Date and the place where said Redemption Price shall be payable. In consideration for The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. From and after the close of business on the Redemption date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Series A Convertible Preferred Stock (except the right to receive the Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series A Convertible Preferred Stock on the Redemption Date are insufficient to redeem the total number of outstanding shares of Series A Convertible Preferred Stock, the Class holders of shares of Series A Convertible Preferred Member Stock shall transfer share ratably in any funds legally available for redemption of such shares according to the Company respective amounts which would be payable with respect to the full number of its Class shares owned by them if all such outstanding shares were redeemed in full. The shares of Series A Convertible Preferred Units Stock not redeemed shall remain outstanding and entitled to be so redeemed, free all rights and clear preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legally available for the redemption of such Class shares of Series A Convertible Preferred Units. If less than all Stock, such funds will be used, at the outstanding Class A Preferred Units end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are to be redeemedthen legally available, on the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anybasis set forth above.

Redemption Mechanics. After At least 60 days prior to the Redemption Date (in the case of Section 4.2(i) or (ii) above), or, in the case of Section 4.2(iii) above, no more than three days following the Corporation's receipt of notice of redemption from a Redemption Notice and on the date the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number holder of Class A Preferred Units as set forth Stock, written notice of the Redemption Date, including a copy of any notice of redemption delivered by a holder of Class A Preferred Stock in the case of Section 4.2(iii) (in any such case, the "Redemption Notice") shall be delivered by the Corporation to each holder of Class B Preferred Stock by delivery in person of the Redemption Date. At any time on or prior to five days before the Redemption Date (and, in the case of Section 4.2(iii) above, not less than 10 days after delivery of the Redemption Notice, which amount may include fractional Unitseven if such date is after the Redemption Date), and the redemption amount written notice shall be equal given to the liquidation value Corporation by each holder of Class B Preferred Stock who desires to require the Corporation to redeem shares of Class B Preferred Stock, notifying the Corporation of such redemption and specifying the number of shares of Class A B Preferred Units plus accrued Stock to be redeemed from such holder. From and unpaid distributions after the close of business on a Redemption Date, unless there shall have been a default in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of Class B Preferred Stock electing to require the Corporation to redeem the Class B Preferred Stock held by each of them (except the right to receive the Redemption Price) shall cease with respect to the shares to be redeemed on such Redemption Date, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of the Class B Preferred Stock on the Redemption Date are insufficient to redeem the total number of Class B Preferred Stock electing to be redeemed on such Redemption Date, the Class A Preferred Member holders of such shares shall transfer share ratably in any funds legally available for redemption of such shares according to the Company respective amounts that would be payable to them if the full number of its Class A Preferred Units shares to be redeemed on such Redemption Date were actually redeemed. The Class B Preferred Stock required to be redeemed but not so redeemed, free redeemed shall remain outstanding and clear entitled to all rights and preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legally available for the redemption of such Class A B Preferred Units. If less than all Stock, such funds will be used, at the outstanding Class A Preferred Units end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are to be redeemedthen legally available, on the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anybasis set forth above.

Redemption Mechanics. After receipt At least 20 but not more than 30 days prior to the Redemption Date, written notice (the "Redemption Notice") shall be given by the Corporation by mail, postage prepaid, or by telex to non-U.S. residents, to each holder of a Redemption Notice and record (at the close of business on the date business day next preceding the Put Right is exercised as indicated in such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, day on which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds is given) of shares of Series A Convertible Preferred Stock notifying such holder of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in and specifying the Redemption NoticePrice, the Redemption Date and the place where said Redemption Price shall be payable. In consideration for The Redemption Notice shall be addressed to each from and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Series A Convertible Preferred Stock (except the right to receive the Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series A Convertible Preferred Stock on the Redemption Date are insufficient to redeem the total number of outstanding shares of Series A Convertible Preferred Stock, the Class holders of shares of Series A Convertible Preferred Member Stock shall transfer share ratably in any funds legal available for redemption of such shares according to the Company respective amounts which would be payable with respect to the full number of its Class shares owned by them in all such outstanding shares were redeemed in full. The shares of Series A Convertible Preferred Units Stock not redeemed shall remain outstanding and entitled to be so redeemed, free all rights and clear preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legal available for the redemption of such Class shares of Series A Convertible Preferred Units. If less than all Stock, such funds will be used, at the outstanding Class A Preferred Units end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are to be redeemedthen legally available, on the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anybasis set forth above.

Redemption Mechanics. After (a) Except as otherwise provided in paragraph (b) below, on or after the Redemption Date, each Holder shall surrender to the Company, at the principal office of the Company, or at such other office or agency as the Company may designate by notice to such Holder in writing, all certificates held by the Holder representing the Series A Preferred Shares owned thereby. Upon receipt of a Redemption Notice and on the date the Put Right is exercised as indicated in any such Redemption Noticecertificate for Series A Preferred Shares, the Company shall redeem promptly pay the number Redemption Price with respect to such shares to the order of Class the Holder whose name appears on such certificate or certificates, and each surrendered certificate shall be cancelled. In the case of any lost, stolen or destroyed certificate, the Company shall promptly pay the Redemption Price to the Holder of the Series A Preferred Units as set forth in Shares that would have been evidenced by such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal certificate upon such Holder executing an agreement reasonably satisfactory to the liquidation value Company to indemnify the Company for any loss incurred by it in connection with such lost, stolen or destroyed certificate. In the event the name of the Person appearing on a certificate or certificates surrendered to the Company by a Holder is other than the name of such Class Holder, the Company shall promptly pay such Holder the Redemption Price with respect to the Series A Preferred Units plus accrued and unpaid distributions in respect of Shares evidenced by such redeemed Class A Preferred Units, if any, as certificate or certificates upon the Holder's title to such shares being established to the reasonable satisfaction of the date of Company. (b) From and after the Redemption Notice (the “Redemption Amount”). The Company Date, unless there shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated have been a default in the Redemption Notice. In consideration for the payment of the Redemption Amount specified Price, all rights with respect to the Series A Preferred Shares subject to repurchase pursuant to these provisions (except the right to receive the Redemption Price therefor in this Section 4.5(c)accordance with paragraph (a) above) shall cease with respect to such shares, and such shares shall not be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. (c) If the funds of the Company legally available for repurchase of Series A Preferred Shares on the Redemption Date are insufficient to repurchase all the Series A Preferred Shares required to be repurchased at such date, those funds which are legally available will be used to repurchase ratably from the Holders, according to the Base Price of the Series A Preferred Shares held thereby, the Class maximum possible number of Series A Preferred Member Shares. Thereafter, as additional funds of the Company from time to time become legally available for the repurchase of Series A Preferred Shares, such funds shall transfer immediately be applied towards repurchasing ratably from the Holders, according to the Company Base Price of the number of its Class Series A Preferred Units Shares then held thereby, the balance of any Series A Preferred Shares which were otherwise required to be so redeemedrepurchased at the Redemption Date. Notwithstanding anything to the contrary contained herein, free any Series A Preferred Shares with respect to which the Company has failed to pay the Redemption Price as required shall continue to have all the powers, designations, preferences and clear of all liens and encumbrancesother rights (including, without limitation, rights to accrue dividends or convert such shares) which such shares had prior to the Redemption Date, until the Redemption Price shall have been paid in full with respect to such shares. (d) Each Holder shall be entitled to retain the certificate or certificates evidencing any Series A Preferred Shares which the Company has failed to repurchase hereunder, and shall furnish in the event only part of the Series A Preferred Shares evidenced by any certificate are repurchased, the Company will issue a new certificate to the Company all documentation reasonably required by Holder evidencing the Company to effect and evidence the redemption of such Class unpurchased Series A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anyShares.

Redemption Mechanics. After receipt At least 20 but not more than 60 days prior to the Redemption Date, written notice (the "Redemption Notice") shall be given by the Corporation to each holder of a record (at the close of business on the business day next preceding the day on which the Redemption Notice is given) of shares of Series Y Preferred Stock notifying such holder of the redemption and on specifying the date the Put Right is exercised as indicated in Redemption Price, such Redemption NoticeDate, the Company shall redeem the number of Class A shares of Series Y Preferred Units as set forth in Stock to be redeemed from such Redemption Notice, which amount may include fractional Units, holder and the redemption amount place where said Redemption Price shall be equal payable and calling upon such holder to surrender to the liquidation value of such Class A Preferred Units plus accrued Corporation, in the manner and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of at the date of place designated his certificate or certificates representing the shares to be redeemed. On or after the Redemption Notice (the “Redemption Amount”). The Company Date, each holder of Series Y Preferred Stock shall distribute the proceeds of the redemption surrender to the Class A Preferred Member no later than one Business Day following Corporation the date certificate or certificates representing such shares, in the Put Right is exercised as indicated manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In consideration for The Redemption Notice shall be addressed to each holder at his address as shown by the records of the Corporation. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Series Y Preferred Stock (except the right to receive the Redemption Price) shall cease with respect to the shares to be redeemed on such Redemption Date, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If, on the Redemption Date, the Class A funds of the Corporation legally available for redemption of shares of (A) Series Y Preferred Member Stock, (B) Series X Preferred Stock and (C) any other class or series of preferred stock (whenever designated or created) that (1) entitles the holders thereof to cause the Corporation to redeem such shares and (2) is on parity with the Series Y Preferred Stock with respect to redemption by the Corporation, are insufficient to redeem the total number of shares of Series Y Preferred Stock, Series X Preferred Stock and any other class or series of preferred stock to be redeemed on such Redemption Date, the holders of such shares shall transfer share ratably in any funds legally available for redemption of such shares according to the Company respective amounts which would be payable to them if the full number of its Class A Preferred Units shares to be redeemed on such Redemption Date were actually redeemed. The shares of Series Y Preferred Stock, Series X Preferred Stock and any other class or series of preferred stock required to be redeemed but not so redeemed, free redeemed shall remain outstanding and clear entitled to all rights and preferences provided herein. At any time thereafter when additional funds of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence Corporation are legally available for the redemption of such Class A shares of Series Y Preferred UnitsStock, Series X Preferred Stock and any other class or series of preferred stock, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available, on the basis set forth above. If less than all The Series X Preferred Stock shall rank on parity with the outstanding Class A Series Y Preferred Units are Stock with respect to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anyCorporation.

Redemption Mechanics. After At least 20 but not more than 30 days prior to any Redemption Date, written notice (the "Corporation Redemption Notice") shall be given by the Corporation by delivery in person, certified or registered mail, return receipt requested, facsimile or telex, to each holder of a record (at the close of business on the business day preceding the date on which the Corporation Redemption Notice and on the date the Put Right is exercised as indicated in given) of shares of Series A Convertible Preferred Stock notifying such Redemption Notice, the Company shall redeem the number of Class A Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds holder of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in and specifying the Redemption NoticePrice, the Redemption Date, the consideration to be paid and the place said redemption shall be payable. In consideration for The Corporation Redemption Notice shall be addressed to each holder at his, her or its address as shown by the records of the Corporation. From and after the close of business on the Redemption Date, unless there shall have been a default in the payment of the Redemption Amount specified in this Section 4.5(c)Price, all rights of holders of shares of Series A Convertible Preferred Stock redeemed on such Redemption Date (except the Class right to receive the applicable Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series A Convertible Preferred Member shall transfer Stock on the Redemption Date are insufficient to redeem the Company the total number of its Class outstanding shares of Series A Convertible Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are Stock to be redeemed, the selection holders of Class shares of Series A Convertible Preferred Units Stock to be redeemed shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the full number of shares owned by them if all such outstanding shares were redeemed in full. The shares of Series A Convertible Preferred Stock not redeemed shall be made pro-rata among remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the outstanding Class A Preferred Units. Upon any Corporation are legally available for the redemption of Class such shares of Series A Convertible Preferred UnitsStock, Schedule A attached hereto shall such funds will be amended used, at the end of the next succeeding fiscal quarter, to reflect redeem the remaining amount balance of Class A Preferred Units held by such shares, or such portion thereof for which fiends are then legally available on the Trust, if anybasis set forth above.

Redemption Mechanics. After receipt Notwithstanding anything herein to the contrary, in connection with any redemption under this Certificate of Designations at a time a Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of such Holder delivered in writing to the Corporation, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to such Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Corporation’s payment obligation under such other Transaction Document. In the event of a Redemption Notice and on redemption of less than all of the date the Put Right is exercised as indicated in such Redemption NoticePreferred Shares, the Company Corporation shall redeem promptly cause to be issued and delivered to such Holder a new Preferred Share Certificate (in accordance with Section 17) representing the number of Class A Preferred Units as set forth Shares which have not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to a Holder within the time period required for any reason (including to the extent such payment is prohibited pursuant to the NRS), at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, such Holder shall have the option, in lieu of redemption, to require the Corporation to promptly return to such Holder all or any of the Preferred Shares that were submitted for redemption and for which the applicable Redemption NoticePrice (together with any Late Charges thereon) has not been paid. Upon the Corporation’s receipt of such notice, which amount may include fractional Units(x) the applicable Redemption Notice shall be null and void with respect to such Preferred Shares, and (y) the redemption amount Corporation shall immediately return the applicable Preferred Share Certificate, or issue a new Preferred Share Certificate (in accordance with Section 17(d)), to such Holder, and in each case the Additional Amount of such Preferred Shares shall be increased by an amount equal to the liquidation value of such Class A Preferred Units plus accrued difference between (1) the applicable Redemption Price (as the case may be, and unpaid distributions in respect of such redeemed Class A Preferred Unitsas adjusted herein, if any, as applicable) minus (2) the Stated Value portion of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration Conversion Amount submitted for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anyredemption.

Redemption Mechanics. After receipt of (i) Prior to commencing a Redemption Notice and on the date the Put Right is exercised as indicated in such Redemption NoticeMandatory Redemption, the Company shall redeem send a notice (the number “Mandatory Redemption Notice”) to each Holder, which shall state: (A) that a Mandatory Redemption is being made and that all of Class such Xxxxxx’s shares of Series A Preferred Units as set forth Stock will be redeemed pursuant to this Section 6; (B) (1) the Redemption Price, (2) the bank or trust company with which the aggregate Redemption Price shall be deposited on or prior to the Mandatory Redemption Date and (3) the Mandatory Redemption Date (or, to the extent not ascertainable at the time of such notice, a good faith estimate of the Mandatory Redemption Date); and (C) a reasonably detailed description of the Mandatory Redemption Event, including the terms and conditions thereof. (ii) On or before any Mandatory Redemption Date, the Company shall deposit the amount of the applicable aggregate Redemption Price with a bank, trust company or exchange agent having an office in New York City irrevocably in trust for the benefit of such Holders. On the Mandatory Redemption NoticeDate, which amount may include fractional Unitsthe Company shall immediately cause to be paid in cash or public securities (or a combination thereof) the applicable Redemption Price for such shares of Series A Preferred Stock to such Holders. Upon such payment in full, such shares of Series A Preferred Stock will be deemed to have been redeemed, whether or not the certificates for such shares of Series A Preferred Stock have been surrendered for redemption and canceled, and the redemption amount shall be equal Dividends with respect to the liquidation value such redeemed shares of such Class Series A Preferred Units plus accrued Stock shall cease to accumulate and unpaid distributions in respect all designations, rights, preferences, powers, qualifications, restrictions and limitations of such redeemed Class shares of Series A Preferred UnitsStock shall forthwith terminate. (iii) In case fewer than all shares of Series A Preferred Stock represented by any certificate are redeemed in accordance with this Section 6, if any, as new certificates shall be issued representing the unredeemed shares of Series A Preferred Stock without cost to the date of the Redemption Notice Holder thereof. (the “Redemption Amount”). iv) The Company shall distribute comply, to the proceeds extent applicable, with the requirements of Section 14 of the redemption to the Class Exchange Act and any other securities laws (or rules of any exchange on which any Series A Preferred Member no later than one Business Day following Stock are then listed) in connection with a redemption under this Section 6. To the date extent there is any conflict between the Put Right is exercised as indicated in notice or other timing requirements of this Section 6 and the Redemption Notice. In consideration for the payment applicable requirements of Section 14 of the Redemption Amount specified in this Exchange Act, Section 4.5(c), 14 of the Class A Preferred Member Exchange Act shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, free and clear of all liens and encumbrances, and shall furnish to the Company all documentation reasonably required by the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemed, the selection of Class A Preferred Units for redemption shall be made pro-rata among the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by the Trust, if anygovern.

Redemption Mechanics. After receipt (i) Subject to the satisfaction of a any Redemption Notice and on Contingency that is specified in the date the Put Right is exercised as indicated in such relevant Redemption Notice, the Redemption shall be completed on the Redemption Date and such Class A Shares issuable upon the Redemption, or, if a Cash Election has been made, the Cash Election Amount shall be delivered to the Redeeming Member, as applicable, as soon as reasonably practicable on or following the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the date that is one Business Day prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo, except, for the avoidance of doubt, in the event the Redeeming Member has waived such revocation right prior to delivering such Redemption Notice); provided, however, that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter; provided further, that if (i) PubCo has not complied with its obligations under the Registration Rights Agreement with respect to the Redeeming Member at the time of delivery of a Retraction Notice, (ii) the Redeeming Member is in possession of any material non-public information concerning PubCo, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Shares at or immediately following the Redemption without disclosure of such information, (iii) there shall redeem have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares is then traded or (iv) there shall be in effect an injunction, a restraining order or a decree of any nature that restrains or prohibits the Redemption, such notice shall not be subject to the quarterly limitation in the immediately preceding clause. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and any other member of the PubCo Holdings Group, as applicable) rights and obligations arising from the retracted Redemption Notice. (ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 3.6(b)(i) or PubCo has elected to exercise its Call Right pursuant to Section 3.6(f), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units (and a corresponding number of Class A Preferred Units as set forth in such Redemption Notice, which amount may include fractional Units, and the redemption amount shall be equal B Shares) to the liquidation value of such Class A Preferred Units plus accrued and unpaid distributions Company, in respect of such redeemed Class A Preferred Units, if any, as of the date of the Redemption Notice (the “Redemption Amount”). The Company shall distribute the proceeds of the redemption to the Class A Preferred Member no later than one Business Day following the date the Put Right is exercised as indicated in the Redemption Notice. In consideration for the payment of the Redemption Amount specified in this Section 4.5(c), the Class A Preferred Member shall transfer to the Company the number of its Class A Preferred Units to be so redeemed, each case free and clear of all liens and encumbrances, and (B) unless, in the event of a Cash Election by the Company, the Company in its discretion elects to fund any part of the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) without a contribution from PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo), PubCo shall furnish directly or indirectly contribute to the Company all documentation reasonably required the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i) and, as described in Section 3.1(e), the Company shall issue to PubCo (or such other member(s) of the PubCo Holdings Group, as applicable) a number of Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), and (z) if the Redeemed Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the difference (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (iii)(A) of this Section 3.6(b) and the number of Redeemed Units, and (D) PubCo shall cancel the surrendered Class B Shares. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company to effect and evidence the redemption of such Class A Preferred Units. If less than all the outstanding Class A Preferred Units are to be redeemedmakes a valid Cash Election, the selection PubCo Holdings Group shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any Discount) from the sale by PubCo of a number of Class A Preferred Shares equal to the number of Redeemed Units for redemption and Class B Shares to be redeemed with such cash or from the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided that PubCo’s Capital Account (or the Capital Account(s) of the other member(s) of the PubCo Holdings Group, as applicable) shall be made pro-rata among increased by the outstanding Class A Preferred Units. Upon any redemption of Class A Preferred Units, Schedule A attached hereto shall be amended to reflect the remaining amount of Class A Preferred Units held by such Discount in accordance with Section 6.9; provided further, that the Trust, if anycontribution of such net proceeds shall in no event affect the Redeeming Member’s right to receive the Cash Election Amount.