Common use of Redemption Price Clause in Contracts

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”

Redemption Price. The redemption price for the units (athe “Effective Redemption Price”) will be, as follows: (i) For redemption requests made in the avoidance first twelve (12) months following the acquisition of doubtInterests in a Series in the Initial Offering or Subsequent Offering, the Prepayment Premium redemption price will be equal to eighty percent (as a component 80%) of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless purchase price of the circumstances causing any related payment Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to the Member with respect to such Interests in a Series, rounded down to the nearest cent, and (ii) the aggregate sum of distributions, if any, that the Managing Member declared but unpaid to the Member with respect to such Interests in a Series subject to the redemption request. The aggregate redemption amount (which includes distributions already paid or distributions declared but unpaid) shall not be more than the Member’s original purchase price of the Interests in the Series. (ii) For redemption requests made in the second twelve (12) months following the acquisition of Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to ninety percent (90%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, if any, that have been (i) paid with respect to such Interests in a Series prior to the Stated Maturity Date date of the redemption request or (other than an Acceleration, ii) declared by the Managing member but unpaid on such Interests in which case a Series with record dates during the Acceleration Premium instead shall be payable)period between the redemption request date and the redemption date. (biii) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with For redemption requests made thereafter, the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2redemption price will be equal to one-hundred percent (100%) of the Bankruptcy Code or otherwisepurchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, but instead is reasonably calculated if any, that have been (i) paid with respect to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is such Interests in a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date Series prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount date of the Obligations, including redemption request or (ii) declared by the Prepayment Premium Managing member but unpaid on such Interests in each a Series with record dates during the period between the redemption request date and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lendersredemption date.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, the Prepayment Premium (as a component any accumulated, accrued and unpaid dividends, if any, with respect to shares of the Redemption Price) and Back-End Facility Fee Series 1 Preferred Stock to be redeemed shall be due and payable whenever so stated paid in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable)cash. (b) The Obligors Redemptions of shares of Series 1 Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and Lenders acknowledge and agree that any Prepayment Premium due and payable 7(i), if any, shall be paid in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreementcash. (c) Each Obligor acknowledges and agrees thatIn the event of any redemption pursuant to Section 7, prior to executing this Agreement, it has had if the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Optional Redemption Date occurs after a Dividend Record Date and on or prior to the Stated Maturity related Dividend Payment Date, the dividend payable on such Dividend Payment Date and, accordingly, each Obligor will not contest or object in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the reasonableness thereof. Each Obligor understands holders of record at the close of business on such Dividend Record Date, and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall not be entitled to recover the full amount payable as part of the Obligations, including the Prepayment Premium in each and every circumstance in which redemption price for such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lendersshares.”

Redemption Price. and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert X (awhether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert X The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) For on in any year commencing with the avoidance year and ending with the year through operation of doubtthe sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert X on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning on of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert X Notwithstanding the foregoing, the Prepayment Premium Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert X Clause (2) of] the preceding paragraph as a component part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert X The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert X not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert X mandatory] sinking fund payments may be credited against subsequent [if applicable, insert X mandatory] sinking fund payments otherwise required to be made [if applicable, insert X, in the inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert X In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Redemption Price) Holder hereof upon the cancellation hereof.] [If applicable, insert X The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Back-End Facility Fee Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, insert X If an Event of Default with respect to Securities of this series shall occur and be due and payable whenever so stated in this Agreement (and continuing, the Fee Letter, as applicable), or by any applicable operation of law, regardless principal of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall Securities of this series may be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium declared due and payable in accordance the manner and with the Loan Documents effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert X If an Event of Default with respect to Securities of this series shall not constitute unmatured interestoccur and be continuing, whether under section 502(b)(2) an amount of principal of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms Securities of this Agreement. (c) Each Obligor acknowledges series may be declared due and agrees that, prior to executing this Agreement, it has had payable in the opportunity to review, evaluate manner and negotiate with the Prepayment Premium calculation with its advisors and acknowledges that effect provided in the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereofIndenture. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders Such amount shall be entitled equal to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”X insert formula for determining the

Redemption Price. For a thirty (a30) For day period after the avoidance of doubtPut Option Notice Date, the Prepayment Premium Company and Ecklxxx xxxll negotiate in good faith to determine the redemption price of the Put Shares, which shall equal the Fair Market Value (as a component hereinafter defined) of such Shares. During such period, the Company shall permit Ecklxxx xxx his representatives to have reasonable access during normal business hours to the Company's accounting records, including data and information on which the Company's financial statements, balance sheets and cash flows are based, and to the Company's employees and/or representative. In the event the Company and Ecklxxx xxx unable to agree upon the Fair Market Value of the Redemption PricePut Shares within such period, either party shall have the right to retain an independent, nationally recognized appraisal firm agreeable to both parties ("Appraisal Firm") and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and to determine the Fee Letter, as applicable), or by any applicable operation of law, regardless Fair Market Value of the circumstances causing any related payment prior Put Shares as of the Put Option Notice Date. In the event the parties fail to agree upon an appraisal firm within ninety (90) days of the Stated Maturity Date (other than Put Option Notice Date, either party shall have the right to bring an Accelerationaction at law to have an independent, in which case nationally recognized appraisal firm appointed by the Acceleration Premium instead court. The Appraisal Firm shall be payable). (b) complete its appraisal and deliver a written report thereof, detailing the determinations made pursuant to this Agreement, to each of Ecklxxx xxx the Company as soon as practicable. The Obligors and Lenders parties hereto acknowledge and agree that any Prepayment Premium due such appraisal shall be binding on the parties hereto and payable in accordance with shall conclusively determine the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2Fair Market Value of the Put Shares. Seventy-five percent (75%) of the Bankruptcy Code or otherwise, but instead is reasonably calculated costs and expenses of such appraisal shall be borne by the party whose proposed appraisal submitted to ensure that the Lenders receive Appraisal Firm was further from the benefit final appraisal made by such Appraisal Firm and 25% of their bargain under such costs and expenses shall be borne by the terms other party. For the purposes of this Agreement. (c) Each Obligor acknowledges , "Fair Market Value" shall mean the amount at which the Put Shares would change hands between a willing buyer and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordinglywilling seller, each Obligor will not contest having reasonable knowledge of all relevant facts and neither being under any compulsion to act, without regard to any discount for lack of marketability or object to minority interest associated with the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the LendersPut Shares.”

Redemption Price. (a) For On or after the avoidance of doubt, Automatic Redemption Date and subject to the Prepayment Premium (as a component exercise by Callco of the Redemption Price) Call Right, Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Exchangeable Share Consideration representing the Redemption Price for each such Exchangeable Share upon presentation and Back-End Facility Fee surrender of the certificate or certificates representing such Exchangeable Shares, together with such other Additional Transfer Documents as Corporation may reasonably require, at the Designated Place. The Exchangeable Share Consideration representing the total Redemption Price for such Exchangeable Shares shall be due and payable whenever so stated in this Agreement (and delivered to each holder, at the Fee Letter, as applicable), Holder Address or by any applicable operation of lawholding for pick-up by the holder at the Designated Place. On and after the Automatic Redemption Date, regardless the holders of the circumstances causing Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any related payment prior to of the Stated Maturity Date (rights of holders in respect thereof, other than an Accelerationthe right to receive their proportionate share of the Exchangeable Share Consideration representing the total Redemption Price, unless payment of the Exchangeable Share Consideration representing the total Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of the certificate or certificates in accordance with the foregoing provisions, in which case the Acceleration Premium instead rights of the holders shall remain unaffected until the Exchangeable Share Consideration representing the total Redemption Price has been paid in the manner hereinbefore provided. Corporation shall have the right, at any time after the sending of notice of its intention to redeem the Exchangeable Shares as set forth above, to deposit or cause to be deposited the Exchangeable Share Consideration representing the total Redemption Price in respect of the Exchangeable Shares so called for redemption or the Exchangeable Shares represented by the certificate or certificates that have not at the date of such deposit been surrendered by the holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada. Upon the later of such deposit being made and the Automatic Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be payable). (b) The Obligors redeemed and Lenders acknowledge the rights of the holders thereof after such deposit or Automatic Redemption Date, as the case may be, shall be limited to receiving their proportionate share of the Exchangeable Share Consideration representing the total Redemption Price so deposited for such Exchangeable Shares, against presentation and agree that any Prepayment Premium due and payable surrender of the certificate or certificates held by them, respectively, in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) foregoing provisions. Upon such payment or deposit of such Exchangeable Share Consideration and the entry of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount names of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery holders of the agreed-upon return under every possible circumstanceExchangeable Shares in the stock records of PMG in respect of the PMG Common Stock, the holders of the Exchangeable Shares shall thereafter be considered and Borrower hereby waives any defense deemed for all purposes to payment, whether such defense may be based in public policy, ambiguity, holders of the PMG Common Stock delivered to them or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenderscustodian on their behalf.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), 199825138 v6 or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payablepayable in all cases). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.” (j) Annex B of Exhibit E of the Loan Agreement is hereby amended and restated in its entirety by Annex B to Compliance Certificate attached hereto as Exhibit A.

Redemption Price. (a) For If the avoidance of doubtDebentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee Debentures shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), redeemed pro rata or by lot or by any applicable operation other method utilized by the Trustee. In the event of lawredemption of this Debenture in part only, regardless a new Debenture or Debentures for the unredeemed portion hereof shall be issued in the name of the circumstances causing any related payment prior holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the Stated Maturity Date conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (other i) extend the fixed maturity of the Debentures except as provided in the Indenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures at the time outstanding, on behalf of all of the holders of the Debentures, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except (i) a default in the payment of the principal of or interest on any of the Debentures otherwise than an Acceleration, in which case by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal has been deposited with the Acceleration Premium instead shall be payable). Trustee (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2Indenture) or (ii) in respect of a covenant or provision of the Bankruptcy Code Indenture which cannot be modified or amended without the consent of the holder of each Outstanding Debenture affected. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange here for or in place hereof (whether by registration of transfer or otherwise), but instead irrespective of whether or not any notation of such consent or waiver is reasonably calculated made upon this Debenture. No reference herein to ensure that the Lenders receive the benefit of their bargain under the terms Indenture and no provision of this Agreement. Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Provided certain conditions are met, the Company shall have the right at any time during the term of the Debentures and from time to time to extend the interest payment period of such Debentures for up to 20 consecutive quarters (c) Each Obligor acknowledges each, an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest then accrued and agrees that, prior to executing this Agreement, it has had unpaid (together with interest thereon at the opportunity to review, evaluate and negotiate rate specified for the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior Debentures to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, extent that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligationinterest is enforceable under applicable law). Any damages Before the termination of any such Extended Interest Payment Period, so long as no Event of Default shall have occurred and be continuing, the Company may further extend such Extended Interest Payment Period, provided that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”such

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower the Obligors hereby waives waive any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower any Obligor shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date or other day on which payment is due or prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable, or if mandated by a Requirement of Law as described in Section 5.02). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower the Obligors hereby waives waive any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower any Obligor shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date or other day on which payment is due or made prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and each Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by any Borrower shall constitute secured obligations owing to the Lenders.” (j) Annex B of Exhibit E of the Loan Agreement is hereby replaced in its entirety by Annex B to Compliance Certificate attached hereto.

Redemption Price. (a) For and thereafter at a Redemption Price equal to % of the avoidance principal amount, together in the case of doubtany such redemption with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT—The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT—If an Event of Default with respect to Securities of this series shall occur and be continuing, the Prepayment Premium (as a component principal of the Redemption Price) and Back-End Facility Fee shall Securities of this series may be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to—INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. This Security and the Indenture shall be governed by and construed in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) laws of the Bankruptcy Code or otherwise, but instead is reasonably calculated State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to ensure that them in the Lenders receive the benefit of their bargain under the terms of this AgreementIndenture. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) For The obligation of CMP to redeem the avoidance CMP Preferred Stock shall be secured by a letter of doubtcredit from a commercial bank located in New York City with assets in excess of $1 billion. In addition, any holder of CMP Preferred Stock who does not want to wait the full five years for his or her shares of CMP Preferred Stock to be redeemed at the full redemption price will be entitled to have his or her shares redeemed by CMP at any time after the Settlement Effective Date at the applicable reduced redemption price listed in the "Summary of Notice" section. Requests by CMP Preferred Stockholders for early redemption of their shares of CMP Preferred Stock shall be made in writing to CMP at 0000 Xxxx Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, Attn: Director of Stockholder Services. Upon receipt of any such request, CMP shall send to the requesting CMP Preferred Stockholder a letter of transmittal to be completed and returned to CMP by such stockholder. The "Date of Requested Redemption," for purposes of determining the redemption price to be paid to a CMP Preferred Stockholder by CMP, shall be deemed to be the date on which CMP receives a completed letter of transmittal from such stockholder accompanied by the documentation required by the letter of transmittal to be delivered therewith. The CMP Preferred Stock differs substantially from the MPI Preferred Stock which it will replace. CMP has no business and, other than the issuance and redemption of the CMP Preferred Stock, will conduct no operations; MPI, on the other hand, is engaged in the business of owning, acquiring, managing, developing and investing in real estate and real estate related assets. The CMP Preferred Stock will not be listed on any exchange and will not be publicly traded; the MPI Preferred Stock is listed on the New York Stock Exchange and is publicly traded. The CMP Preferred Stock must be redeemed on the fifth anniversary of the Settlement Effective Date at a price of $2.25 per share and CMP's obligation to redeem the CMP Preferred Stock will be secured by a letter of credit; the MPI Preferred Stock has a redemption price of $10 per share plus all accrued dividends, but is not required to be redeemed at any time, and the redemption thereof is not secured by a letter of credit. The CMP Preferred Stock has no dividend rights; the MPI Preferred Stock has the preferential right to receive a quarterly dividend of $.195 per share before dividends can be paid on the MPI Common Stock, although MPI is not obligated to declare any such dividends and has not done so since December 1995. The CMP Preferred Stock has no voting or conversion rights; the MPI Preferred Stock has voting rights and each share is convertible, subject to adjustment, into 1.1 shares of MPI Common Stock. In addition, the Prepayment Premium (CMP Preferred Stock will not be listed on any exchange and will not be publicly traded; the MPI Preferred Stock is currently listed on the New York Stock Exchange and is publicly traded, although, MPI expects that if the Settlement is approved and consummated, the MPI Preferred Stock will be delisted from the New York Stock Exchange. As such, no assurance can be given that there will be a public market for the MPI Preferred Stock if and after the Settlement is consummated. There can also be no assurance as a component to the prices at which the MPI Preferred Stock will trade prior to or after the consummation of the Redemption PriceSettlement. If you owned shares of MPI Preferred Stock at any time between October 23, 1995 and _________, 199_ (the "Record Date") and Back-End Facility Fee shall do not wish to be due a member of the Settlement Class, you may opt out of and payable whenever so stated be excluded from the Settlement by following the procedures set forth in the section of this Agreement (Settlement Notice entitled "RIGHT TO OPT OUT." Pursuant to the terms of the Stipulation, if Current MPI Preferred Stockholders owning more than 10% of the shares of MPI Preferred Stock outstanding on the Record Date choose to opt out and be excluded from the Settlement, MPI and the Fee Letter, as applicable), or other Defendants may elect not to proceed with the Settlement. Shares of MPI Preferred Stock held by any applicable operation of law, regardless stockholders who elect to opt out of the circumstances causing any related payment Settlement and who, prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) effective date of the Bankruptcy Code Settlement, sell or otherwiseotherwise transfer their shares of MPI Preferred Stock, but instead is reasonably calculated will not be counted towards such 10% threshold. Current MPI Preferred Stockholders who opt out of the Settlement, Potential Settlement Class Members who sell or transfer their shares of MPI Preferred Stock prior to ensure that the Lenders effective date of the Settlement, and MPI Common Stockholders will not receive the benefit of their bargain Settlement Consideration under the terms of this Agreement. the Stipulation. If the Settlement is approved by the Court, each Settlement Class member and, with respect only to derivative claims made on behalf of MPI, MPI and its stockholders, shall fully, finally and forever compromise, settle, release and dismiss with prejudice, any and all claims, rights, demands, liabilities, actions, causes of action, suits, damages, losses, obligations, matters and issues, whether asserted or unasserted, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, material or immaterial (ccollectively, the "Claims"), which (a) Each Obligor acknowledges have been, could have been or in the future can or might be asserted in the Actions (including, without limitation, claims arising under the federal securities laws), by or on behalf of MPI, the Plaintiff or any members of the Settlement Class, whether individual, class, derivative, representative legal, equitable or of any other type or in any other capacity which have been or could have been asserted in the Actions or against any of the Defendants in the Actions or any of their families, affiliates, associates and agrees thatsubsidiaries, prior and each of their respective present or former officers, directors, stockholders, agents, employees, attorneys, representatives, financial and other advisors, investment or commercial bankers, trustees, general and limited partners and partnerships, heirs, executors, personal representatives, estates, administrators, predecessors, successors and assigns (collectively, the "Defendants' Affiliates") and any other person or entity acting for or on behalf of any Defendant (collectively, the "Released Persons") and (b) which arise out of or relate in any manner whatsoever, directly or indirectly, to executing this Agreementany of the allegations, it has had the opportunity to reviewfacts, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on events, transactions, occurrences, acts, representations, statements, misrepresentations or omissions, or any Redemption Date prior other matter, thing or cause whatsoever, or any series thereof, involved, embraced, set forth or otherwise referred or related directly or indirectly to the Stated Maturity Date andTransactions, accordinglythe Actions, each Obligor will not contest or object any complaint in the Actions, the adjustment made to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon conversion ratio for the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or MPI Preferred Stock in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguityTransactions, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, public filings or other statements that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising were issued in connection with the Transactions by any breach Released Person in the Actions (the Claims referred to in clauses (a) and (b) of this paragraph shall collectively be referred to herein to as the "Settled Claims"). The Settlement will become effective at such time as the Final Order and Judgment approving the Settlement, if entered by Borrower the Court, shall constitute secured obligations owing become final and not subject to further appeal or review. In the event that the Settlement is not approved, the Stipulation shall be of no further force and effect and each party shall be restored to his, her or its respective position prior to entering into the Stipulation, except that all costs and expenses of providing this Settlement Notice to the LendersSettlement Class and to MPI Common Stockholders shall be paid by MPI. The release and dismissal with prejudice described above shall not become effective unless and until the Final Order becomes final and no longer subject to appeal or other contingencies.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the The “Redemption Price) and Back-End Facility Fee shall ” for the Notes to be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment redeemed on any Redemption Date shall be calculated by the Company and be an amount equal to (i) 100% of the principal amount of the Notes being redeemed; plus (ii) any accrued and unpaid interest to, but excluding, the Redemption Date; plus (iii) the sum of the present values (with each such present value computed by a nationally recognized independent investment banking firm, which may be the Initial Purchaser, selected by the Company for this purpose using a discount rate per annum equal to (x) the Reference Discount Rate plus (y) 0.50%) of each of the remaining scheduled payments of interest that would have been made on the Notes being redeemed had such Notes remained Outstanding from the Redemption Date to the Maturity Date (excluding interest accrued to, but excluding, the Redemption Date that is otherwise paid pursuant to the immediately preceding clause (ii)). If the Redemption Date falls after a Regular Record Date for the payment of interest and on or prior to the Stated Maturity Date andcorresponding Interest Payment Date, accordingly, each Obligor will the Company shall not contest or object pay accrued and unpaid interest to the reasonableness thereof. Each Obligor understands Holder of Notes being redeemed, and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover will instead pay the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date to the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit Holder of their bargain hereunder and otherwise receive full recovery record as of the agreed-upon return under every possible circumstanceClose of Business on such Regular Record Date and the Redemption Price shall be an amount equal to (i) 100% of the principal amount of the Notes being redeemed plus (ii) the sum of the present values (with each such present value computed by a nationally recognized independent investment banking firm, and Borrower hereby waives any defense to payment, whether such defense which may be based in public policythe Initial Purchaser, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument selected by the Company for this purpose using a discount rate per annum equal to (x) the Reference Discount Rate plus (y) 0.50%) of each of the remaining scheduled payments of interest that would have been made on the Notes being redeemed had such Notes remained Outstanding from the Redemption Date to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the LendersMaturity Date.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower any Obligor shall constitute secured obligations owing to the Lenders.”

Redemption Price. (a) For the avoidance of doubtFrom and after March 26, 2010, the Prepayment Premium Company may, at its option, redeem all or any part of the Notes (to the extent such Notes have not been repurchased, redeemed or converted (by giving notice thereof) prior to the Redemption Date (as defined below)), upon notice as set forth in Section 3.2, and the Company shall pay each holder of Notes redeemed a component redemption price equal to the principal amount of such Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption; provided that, if the Weighted Average Trading Price of the Common Stock on any day during the three (3) month period immediately preceding the date of the Redemption PriceNotice (as defined below) is greater than or equal to the Conversion Price as of such date, then the Equity Conditions are required to be satisfied as of the date of the Redemption Notice and on each day thereafter through and including the Redemption Date (as defined below) and Back-End Facility Fee the Company shall not be due and payable whenever so stated in this Agreement (and permitted to deliver a Redemption Notice if the Fee Letter, Equity Conditions are not satisfied as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness date thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the ObligationsFurther, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument notwithstanding anything herein to the contrary, that payment if at any time from and including the date of the Redemption Notice and prior to the date of such amounts does not constitute a penalty redemption (the “Redemption Date”) with respect to such Redemption Notice, (a) the Weighted Average Price of the Common Stock as of such date is greater than or an otherwise unenforceable or invalid obligationequal to the Conversion Price as of such date and (b) the Equity Conditions shall be required to be satisfied for the period from and including the date of delivery of the Redemption Notice to and including the Redemption Date (the “Redemption Notice Period”). Any damages In the event that the Lenders may suffer or incur resulting from or arising in connection with Equity Conditions are required to be, but are not, satisfied as of any breach by Borrower date during the Redemption Period (an “Equity Condition Failure”), the Company shall constitute secured obligations owing provide a notice to the LendersTrustee and each Noteholder of such Equity Conditions Failure and, unless waived prior to the Redemption Date by holders of not less than 50% in aggregate principal amount of the Notes then outstanding hereunder determined in accordance with Section 9.4, the Redemption Notice shall of no further force or effect, no redemption shall occur on the Redemption Date and the Company shall withdraw the Redemption Notice.”

Redemption Price. 100.00% in each case together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Securities are also redeemable, at the option of the Company, in whole but not in part, under the circumstances described in the next succeeding paragraph, at a Redemption Price equal to 100% of the principal amount thereof plus interest accrued to the Redemption Date and any Additional Amounts; PROVIDED, HOWEVER, that interest installments on Securities whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. If the Company has or will become obligated to pay to the Holder of this Security Additional Amounts, as described on the face of this Security, as a result of any change in, or amendment to, or proposed amendment to, the laws (including any regulations and rulings promulgated thereunder) of the United States or Canada, or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in, or amendment to, or proposed amendment to the application or official interpretation of such laws, regulations or rulings (any such change or amendment being herein referred to as a "Tax Law Change"), and such obligation cannot be avoided by the Company taking reasonable measures available to it, then the Company may, at its option, redeem this Security as a whole but not in part, upon not less than 30 days nor more than 60 days notice to the Holder prior to the Redemption Date, at a Redemption Price equal to 100% of the principal amount plus interest accrued to the Redemption Date and any Additional Amounts then payable; provided, that (i) no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay any such Additional Amounts were a payment in respect of this Security then due and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (a) For an Officers' Certificate stating that the avoidance Company is entitled to effect such redemption and setting forth a statement of doubt, facts showing that the Prepayment Premium (as a component conditions precedent to the right of the Redemption Price) Company so to redeem have occurred and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) an Opinion of Counsel, to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of a Tax Law Change. The Obligors Company's right to so redeem this Security shall continue as long as the Company shall have made payments of Additional Amounts specified on the face of this Security. If a Change in Control occurs, the Holder of this Security shall have the right, in accordance with the provisions of the Indenture, to require the Company to repurchase this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000) for cash at a Repurchase Price equal to 100% of the principal amount thereof plus interest accrued to the Repurchase Date. At the option of the Company, the Repurchase Price may be paid in cash or, as provided in the Indenture, by delivery of Common Shares having a fair market value equal to the Repurchase Price; PROVIDED that payment may not be made in Common Shares unless at the time of payment such Shares are listed on a national securities exchange or quoted on Nasdaq. For purposes of this paragraph, the fair market value of Common Shares shall be determined by the Company and Lenders acknowledge shall be equal to 95% of the average of the Closing Prices Per Share for the five consecutive Trading Days immediately preceding the second Trading Day immediately preceding the Repurchase Date. Whenever in this Security there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security and agree that express mention of such Repurchase Price in any Prepayment Premium provision of this Security shall not be construed as excluding the Repurchase Price in those provisions of this Security when such express mention is not made. In the event of redemption or conversion of this Security in part only, a new Security or Securities for the unredeemed or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The indebtedness evidenced by this Security is, in all respects, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, except with respect to the Collateral as provided in the Security and Pledge Agreement, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in accordance the manner and with the Loan Documents shall not constitute unmatured interesteffect provided in the Indenture. The Indenture permits, whether under section 502(b)(2) with certain exceptions as therein provided, the amendment thereof and the modification of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that rights and obligations of the Lenders receive Company and the benefit rights of their bargain the Holders of the Securities under the terms Indenture at any time by the Company and the Trustee with the consent of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is Holders of not less than a reasonable approximation of Lenders’ liquidated damages upon repayment on any Redemption Date prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that Lenders have entered into this Agreement majority in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full aggregate principal amount of the ObligationsSecurities at the time Outstanding, including and, under certain limited circumstances, by the Prepayment Premium Company and the Trustee without the consent of the Holders. The Indenture also contains provisions permitting the Holders of specified percentages in each aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and every circumstance in which certain past defaults under the Indenture and their consequences. Any such amount is due pursuant to consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in connection with exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Agreement, so that Security. No reference herein to the Lenders shall receive the benefit Indenture and no provision of their bargain hereunder and otherwise receive full recovery this Security or of the agreed-upon return under every possible circumstanceIndenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and Borrower hereby waives interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any defense place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to paymentthe Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange except as provided in the Indenture, and the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, except as provided in this Security, whether such defense may or not this Security be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agreesoverdue, and waives neither the Company, the Trustee nor any argument such agent shall be affected by notice to the contrary, that payment . All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company will furnish to any Holder upon written request and without charge a copy of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by Borrower shall constitute secured obligations owing to the LendersIndenture.”

Redemption Price. (a) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) and Back-End Facility Fee shall be due and payable whenever so stated in this Agreement (and the Fee Letter, as applicable), or by any applicable operation of law, regardless of the circumstances causing any related payment prior to the Stated Maturity Date (other than an Acceleration, in which case the Acceleration Premium instead shall be payable). (b) The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due and payable in accordance with the Loan Documents shall not constitute unmatured interest, whether under section 502(b)(2) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. (c) Each Obligor acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate and negotiate the Prepayment Premium calculation with its advisors and acknowledges that the Prepayment Premium is a reasonable approximation of the Lenders’ liquidated damages upon repayment on any Redemption Date or other day on which payment is due or made prior to the Stated Maturity Date and, accordingly, each Obligor will not contest or object to the reasonableness thereof. Each Obligor understands and acknowledges that the Lenders have entered into this Agreement in reliance upon the Prepayment Premium. Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of the Obligations, including the Prepayment Premium in each and every circumstance in which such amount is due pursuant to or in connection with this Agreement, so that the Lenders shall receive the benefit of their bargain hereunder and otherwise receive full recovery of the agreed-upon return under every possible circumstance, and each Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that payment of such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from or arising in connection with any breach by any Borrower shall constitute secured obligations owing to the Lenders.” (r) Annex B of the Loan Agreement is hereby replaced in its entirety by Annex B to Compliance Certificate attached hereto.