Common use of Redemption Procedure Clause in Contracts

Redemption Procedure. (a) At least 10 days (or such shorter period as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except the right to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of the

Redemption Procedure. In order to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (aa “Corporation Redemption Notice”) At least 10 days (or such shorter period as any holder of Notes may accept) and in accordance with Section 12.a), not more less than 60 days 20 Business Days prior to any intended the Redemption Date, written notice (to the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder Holders of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the CompanySeries A Preference Shares to be redeemed at their respective addresses as reflected in the Corporation’s records; provided, that, no except that failure to give such notice nor a Corporation Redemption Notice, or any deficiency defect therein shall or in the mailing thereof, will not affect the validity of the procedure proceeding for the redemption of any Notes Series A Preference Shares to be redeemed except as to the holder or holders Holder to whom which the Company Corporation has failed to give said notice such Corporation Redemption Notice or to whom such which notice was defective. . Each Corporation Redemption Notice must state: (bA) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except the right to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date (which must be no earlier than 20 Business Days after the funds date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Company legally available for redemption of Notes are insufficient Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to redeem the total number of Notes Series A Preference Shares held by each such Holder relative to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount number of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theSeries A Preference Shares held by all Holders.

Redemption Procedure. (a) At The Paying Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 10 30 days (or such shorter period as any holder of Notes may accept) and but not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record on the record date fixed for redemption, to (i) one or more of the Information Services, and (ii) to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books; but such mailing shall not be a condition precedent to such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no and failure to give mail or to receive any such notice nor any deficiency therein shall not affect the validity of the procedure proceedings for the redemption of any Notes such Bonds. In addition, notice of redemption shall be given by telecopy or certified, registered or overnight mail to each of the Securities Depositories at least two days prior to such mailing to the Bond Owners. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the serial numbers of the Bonds to be redeemed except as by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered at the Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Upon surrender of Bonds redeemed in part only, the District shall execute and the Paying Agent shall authenticate and deliver to the holder Owner, at the expense of the District, a new Bond or holders Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to whom the Company has failed to give said notice unredeemed portion of the Bond or to whom such notice was defective. (b) Bonds. From and after the Redemption Datedate fixed for redemption, unless there shall have if notice of such redemption has been a default in duly given and funds available for the payment of the Redemption Price principal of and interest (which amountand premium, if any) on the Bonds so called for the purposes of redemption have been duly provided, such Bonds shall cease to be entitled to any benefit under this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except Resolution other than the right to receive payment of the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemedredemption price, and no interest shall accrue thereon on or after the redemption date specified in such Notes notice. All Bonds redeemed under this Section 2.03 shall not thereafter be transferred on canceled by the books of the Company Paying Agent, and a certificate or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders other evidence of such Notes cancellation shall be submitted by the Paying Agent to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theDistrict.

Redemption Procedure. (aIn the case of redemption of Class A Shares under the provisions of Subsection 5(1) At hereof, the Corporation shall at least 10 30 days (or such shorter period as any before the date specified for redemption mail to each person who at the date of mailing is a registered holder of Notes may accept) and not more than 60 days prior Class A Shares to any intended Redemption Date, written be redeemed a notice (in writing of the "Redemption Notice") intention of the Corporation to redeem such Class A Shares. Such notice shall be given mailed by facsimile or first class mailletter, postage prepaid, addressed to each holder of record on the record date fixed for such redemption of Notes shareholder at such holder's facsimile number or his address as it appears on the stock books records of the CompanyCorporation or in the event of the address of any such shareholder not so appearing then to the last known address of such shareholder; provided, thathowever, no that accidental failure to give any such notice nor any deficiency therein to one or more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the procedure Preference Redemption Price and the date on which redemption is to take place and, if part only of the shares held by the person to whom it is addressed are to be redeemed, the number thereof so to be redeemed. On or after the date so specified for redemption, the redemption Corporation shall pay or cause to be paid to or to the order of any Notes the registered holders of the Class A Shares to be redeemed except as to the holder Preference Redemption Price thereof on presentation and surrender at the registered office of the Corporation or holders to whom the Company has failed to give said notice or to whom any other place designated in such notice was defective. (b) of the certificates representing the Class A Shares called for redemption. Such payment shall be made by cheque payable at par at any branch of the Corporation's bank in Canada. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice the Class A Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Preference Redemption DatePrice shall not be made upon presentation of certificates in accordance with the foregoing provisions, unless there in which case the rights of the shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class A Shares to deposit the Preference Redemption Price of the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class A Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is later, the Class A Shares in respect whereof such deposit shall have been a default in payment of made shall be redeemed and the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders thereof after such deposit or such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of Notes (except the right to receive the total Preference Redemption Price upon so deposited against presentation and surrender of their Notes) shall cease as to those Notes redeemed, the said certificates held by them respectively and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed interest allowed on such date, then deposit shall belong to the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theCorporation.

Redemption Procedure. (a) At least 10 days (or such shorter period as any holder Notice of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice redemption (the "Redemption Notice") of the Preferred Stock, Series 1 shall be given by facsimile or first class mail, postage prepaid, the Corporation not less than 30 days prior to the date fixed for redemption to each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number any Preferred Stock, Series 1 to be redeemed. Accidental failure or address as it appears on the stock books of the Company; provided, that, no failure omission to give the Redemption Notice to one or more of such notice nor any deficiency therein holders shall not affect the validity of such redemption. The Redemption Notice shall set out the procedure Redemption Price, the date fixed for redemption, the place of redemption and, in the case of any Notes partial redemption, the number of the holder's shares to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defectiveredeemed. (b) From On and after the date fixed for redemption, the Corporation shall pay or cause to be paid the Redemption DatePrice to or to the order of the holders of the Preferred Stock, Series 1 redeemed on presentation and surrender, at the place of redemption, of the respective certificates representing such shares, and the holders of the Preferred Stock, Series 1 called for redemption shall cease to be entitled to dividends or to exercise any of the rights of holders in respect thereof, unless there shall have been a default in payment of the Redemption Price (shall not be made in accordance with the foregoing provisions, in which amount, for case the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights and privileges of the holders of Notes shall remain unimpaired. (except c) The Corporation shall have the right at any time after mailing the Redemption Notice to receive deposit the Redemption Price upon surrender of their Notes) shall cease the shares thereby called for redemption, or such part thereof as to those Notes redeemedat the time of deposit has not been claimed by the shareholders entitled thereto, in a special account with a chartered bank or trust company for the holders of such shares, and such Notes upon the deposit being made or upon the date fixed for redemption, whichever is the earlier, the Preferred Stock, Series 1 in respect of which the deposit shall not thereafter be transferred on the books of the Company or have been made shall be deemed to be outstanding for any purpose whatsoever. If on redeemed and the rights of each holder thereof shall be limited to receiving, without interest, his proportionate part of the Redemption Date the funds Price so deposited upon presentation and surrender of the Company legally available certificates representing his shares so redeemed. (d) If less than all the Preferred Stock, Series 1 represented by any certificate are redeemed, a new certificate for redemption of Notes are insufficient the balance shall be issued without cost to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theholder.

Redemption Procedure. (a) At least 10 days (i. The payment of cash or such shorter period issuance of Common Stock, as any holder of Notes may accept) and not more than 60 days prior applicable, pursuant to any intended an Optional Redemption or a Monthly Redemption shall be payable on the Optional Redemption Date or Monthly Redemption Date, as applicable. If any portion of the payment pursuant to an Optional Redemption or Monthly Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 15 % per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount or Monthly Redemption Amount remains unpaid after such date, the Holder may elect, by written notice (to the "Company given at any time thereafter, to invalidate such Optional Redemption Notice"or Monthly Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s determination to redeem in cash or its elections under Section 6(b) shall be given by facsimile or first class mail, postage prepaid, applied ratably among the Holders of Notes. The Holder may elect to each holder of record on convert the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books outstanding principal amount of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption Note pursuant to Section 9.03 hereof or 4 prior to actual payment in cash for any redemption under this Section 6 by the Put delivery of a Notice of Conversion to the Company. ii. Notwithstanding anything herein contained to the contrary, the Holder, at its option, may defer any Monthly Redemption Price (each a “Deferred Redemption”). In such event, the Holder may elect to receive a Deferred Redemption at any time in shares of Common Stock at the lesser of (i) the Conversion Price, (ii) 90% of the lowest VWAP in the event five (5) Trading Days prior to the Holder’s notice to the Company of its election to receive payment for the Deferred Redemption. Any payment of a redemption pursuant Deferred Redemption that is not converted into shares of Common Stock, shall be paid in cash to Section 9.04 hereofthe Holder on the next applicable Monthly Redemption Date. iii. Notwithstanding anything herein contained to the contrary, the Holder, at its option, may accelerate up to two (2) Monthly Redemptions during any calendar month (an “Accelerated Redemption”), all rights by indicating such acceleration on a Monthly Redemption Notice (or an additional Monthly Redemption Notice). In such event, the Holder may elect to receive an Accelerated Redemption (on a LIFO basis) at any time in shares of Common Stock at the holders Monthly Conversion Price. Any payment of Notes an Accelerated Redemption shall be paid in Shares of Common Stock on the Monthly Redemption Date or Accelerated Redemption Date that relates to the Monthly Redemption Notice (except or an additional Monthly Redemption Notice, as the case may be) indicating an Accelerated Redemption. For the avoidance of doubt, the Holder is entitled to an Accelerated Redemption, at its option, with respect to each Monthly Redemption. For the avoidance of doubt, the Holder shall have the right to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of provide the Company or be deemed an aggregate of two (2) Monthly Redemption Notices during any calendar month. The Company and the Holder may mutually agree to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theadditional accelerated Monthly Redemptions.

Redemption Procedure. (aNotes presented for redemption pursuant to Section 7.1(a) At least 10 days (or such shorter period as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after will be redeemed in order of their receipt by the Redemption DateTrustee, unless there shall have been a default in except that Notes presented for payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of death of a redemption holder pursuant to Section 9.03 hereof 7.1(b), will be given priority in order of their receipt, over other Notes. Notes not redeemed in any such period because they have not been presented prior to November 1 of that period or because of the Put Redemption Price Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. In the event that a holder or his or her duly authorized representative notifies the Trustee of a redemption such person's desire to redeem all or any portion of the Notes pursuant to Section 9.04 hereof7.1 of the Indenture, the Trustee shall furnish such person with the form set forth in Exhibit A hereto (for redemptions pursuant to Section 7.1(a) of the Indenture) or Exhibit B hereto (for redemptions pursuant to Section 7.1(b) of the Indenture). Notes may be presented for redemption by delivering to the Trustee by registered mail at its main office: (A) a written request for redemption, in the form provided by the Trustee upon written request, signed by the registered holder(s) or his or her duly authorized representative, (B) the Note to be redeemed, free and clear of any liens or encumbrances of any kind, and (C) in the case of a request made pursuant to Section 7.1(b), appropriate evidence of such death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. The price to be paid by the Company for all rights Notes or portions thereof presented to it pursuant to the provisions described in this Section 7.1 is 100% of the holders principal amount thereof to be redeemed, plus accrued but unpaid interest on such principal amount to the date of payment. Any acquisition of Notes (except by the right Company other than by redemption at the option of any holder pursuant to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes Section 7.1 shall not thereafter be transferred on included in the books computation of Annual Amount Limitations for any period. For purposes of Section 7.1(a) and (b) and this Section 7.2, (i) a Note held in tenancy by the Company entirety, joint tenancy or tenancy in common will be deemed to be outstanding for any purpose whatsoever. If on held by a single holder, (ii) the Redemption Date death of a tenant by the funds entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the Company legally available for redemption beneficial interests of Notes are insufficient to redeem the total number ownership of Notes a Note will be deemed to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem holder and (iv) the maximum possible principal amount of Notes ratably among the holders death of such Notes person will be deemed to be redeemed based upon their holdings the death of Notesthe holder, regardless of the registered holder. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theFor

Redemption Procedure. (aNotes presented for redemption pursuant to SECTION 6.1(a) At least 10 days (or such shorter period as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after will be redeemed in order of their receipt by the Redemption DateTrustee, unless there shall have been a default in except that Notes presented for payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of death of a holder pursuant to SECTION 6.1(b), will be given priority in order of their receipt, over other Notes. Notes not redeemed in any such period because they have not been presented on or prior to the date that is sixty (60) days prior to the end of the applicable Redemption Period or because of the Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of Notes presented for redemption shall be entitled to and shall receive scheduled payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Notes may be presented for redemption by delivering to the Trustee: (A) a written request for redemption, in a form satisfactory to the Trustee, signed by the registered holder(s) or his or her duly authorized representative, (b) the Note to be redeemed, free and clear of any liens or encumbrances of any kind, and (C) in the case of a request made pursuant to SECTION 6.1(b), appropriate evidence of such death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Company for all Notes or portions thereof presented to it pursuant to the provisions described in this ARTICLE 6 is 100% of the principal amount thereof to be redeemed, plus accrued but unpaid interest on such principal amount to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any holder pursuant to SECTION 6.1 shall not be included in the computation of Annual Amount Limitations for any period; provided, however, that Notes acquired by the Company by redemption, pursuant to Section 9.03 hereof or 6.1, at the Put Redemption Price option of a holder that is a Subsidiary, shall not be included in the event computation of Annual Amount Limitations for any period. For purposes of SECTIONS 6.1(a) AND (b) and this SECTION 6.2, (i) a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder, (ii) the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the holder, if such beneficial interest can be established to the satisfaction of the Trustee, and (iv) the death of such person will be deemed to be the death of the holder, regardless of the registered holder. For purposes of a holder's request for redemption pursuant and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to Section 9.04 hereofexist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keogx xxxns maintained solely by or for the holder or decedent, or by or for the holder or decedent and his or her spouse), and trusts and certain other arrangements where a person has substantially all rights of the holders power to sell, transfer or otherwise dispose of Notes (except a Note and the right to receive the Redemption Price upon surrender of their Notes) shall cease proceeds therefrom, as to those Notes redeemed, well as interest and such Notes shall not thereafter be transferred on principal payable with respect thereto. In the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption case of Notes registered in the names of banks, trust companies or broker-dealers who are insufficient members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to redeem the total number each beneficial owner of Notes held by a Qualified Institution and the death of such beneficial owner shall entitle a Qualified Institution to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders seek redemption of such Notes as if the deceased beneficial owner were the record holder. Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to be redeemed based the Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of each beneficial owner in the initial period or in any subsequent twelve (12) month period does not exceed $25,000. In the case of any Notes which are presented for redemption in part only, upon their holdings such redemption the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the holder of such Notes, without service charge, a new Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the unredeemed portion of the principal of the Notes so presented. Payments Nothing herein shall first be applied prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Company may not use any Notes purchased in the open market as a credit against accrued and unpaid interest and thereafter against the remainder of theits redemption obligations hereunder.

Redemption Procedure. (aNotes presented for redemption pursuant to Section 7.1(a) At least 10 days (or such shorter period as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after will be redeemed in order of their receipt by the Redemption DateTrustee, unless there shall have been a default in except that Notes presented for payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of death of a redemption holder pursuant to Section 9.03 hereof 7.1(b), will be given priority in order of their receipt, over other Notes. Notes not redeemed in any such period because they have not been presented prior to November 1 of that period or because of the Put Redemption Price Annual Amount Limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, unless sooner withdrawn by the holder. Holders of Notes presented for redemption shall be entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. In the event that a holder or his or her duly authorized representative notifies the Trustee of a redemption such person's desire to redeem all or any portion of the Notes pursuant to Section 9.04 hereof7.1 of the Indenture, the Trustee shall furnish such person with the form set forth in Exhibit A hereto (for redemptions pursuant to Section 7.1(a) of the Indenture) or Exhibit B hereto (for redemptions pursuant to Section 7.1(b) of the Indenture). Notes may be presented for redemption by delivering to the Trustee by hand delivery or registered mail at its main office: (A) a written request for redemption, in the form provided by the Trustee upon written request, signed by the registered holder(s) or his or her duly authorized representative, (B) the Note to be redeemed, free and clear of any liens or encumbrances of any kind, and (C) in the case of a request made pursuant to Section 7.1(b), appropriate evidence of such death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. The price to be paid by the Company for all rights Notes or portions thereof presented to it pursuant to the provisions described in this Section 7.1 is 100% of the holders principal amount thereof to be redeemed, plus accrued but unpaid interest on such principal amount to the date of payment. Any acquisition of Notes (except by the right Company other than by redemption at the option of any holder pursuant to receive the Redemption Price upon surrender of their Notes) shall cease as to those Notes redeemed, and such Notes Section 7.1 shall not thereafter be transferred on included in the books computation of Annual Amount Limitations for any period. For purposes of Section 7.1(a) and (b) and this Section 7.2, (i) a Note held in tenancy by the Company entirety, joint tenancy or tenancy in common will be deemed to be outstanding for any purpose whatsoever. If on held by a single holder, (ii) the Redemption Date death of a tenant by the funds entirety, joint tenant or tenant in common will be deemed the death of a holder, (iii) a person who is entitled to substantially all of the Company legally available for redemption beneficial interests of Notes are insufficient to redeem the total number ownership of Notes a Note will be deemed to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem holder and (iv) the maximum possible principal amount of Notes ratably among the holders death of such Notes person will be deemed to be redeemed based upon their holdings the death of Notesthe holder, regardless of the registered holder. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theFor

Redemption Procedure. i. In order to validly elect to redeem all or some of the Series A Preference Shares, the Corporation must mail notice of such redemption (aa “Corporation Redemption Notice”) At least 10 days (or such shorter period as any holder of Notes may accept) and in accordance with Section 12.a), not more less than 60 days 20 Business Days prior to any intended the Redemption Date, written notice (to the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder Holders of record on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the CompanySeries A Preference Shares to be redeemed at their respective addresses as reflected in the Corporation’s records; provided, that, no except that failure to give such notice nor a Corporation Redemption Notice, or any deficiency defect therein shall or in the mailing thereof, will not affect the validity of the procedure proceeding for the redemption of any Notes Series A Preference Shares to be redeemed except as to the holder or holders Holder to whom which the Company Corporation has failed to give said notice such Corporation Redemption Notice or to whom such which notice was defective. Each Corporation Redemption Notice must state: (A) the Redemption Date (which must be no earlier than 20 Business Days after the date of such Corporation Redemption Notice and no later than 45 Business Days after the date of such Corporation Redemption Notice); (B) the number of Series A Preference Shares to be redeemed; and (C) the Redemption Price, including a calculation of such Redemption Price. If the Corporation elects to redeem a portion, and not all, of the Series A Preference Shares, the Corporation shall redeem such Series A Preference Shares from all Holders pro rata in proportion to the number of Series A Preference Shares held by each such Holder relative to the number of Series A Preference Shares held by all Holders. ii. After the Corporation has mailed a Corporation Redemption Notice in accordance with Section 9.b)i., and on the condition that on or before the applicable Redemption Date the Corporation has set aside funds necessary for such redemption (bseparate and apart from the Corporation’s other funds) From in trust for the pro rata benefit of the Holders entitled to redemption, so as to be and to continue to be available therefor, then, from and after the Redemption DateDate (unless, unless there shall have been a default in payment as of the end of the Redemption Price (Date, the Corporation has not paid the Redemption Price, in which amount, for case such rights shall thereafter continue until the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereofis paid), the Series A Preference Shares to be redeemed will be deemed to be no longer outstanding and to not have the status of Series A Preference Shares, and all rights of the holders Holders of Notes such Series A Preference Shares with respect to the Series A Preference Shares (except the right to receive the applicable Redemption Price) will thereby cease. iii. Notwithstanding the foregoing, the Holder may continue to exercise its conversion rights with respect to the Series A Preference Shares up until, but not including, the date the Redemption Price upon surrender of their Notes) shall cease as is paid to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theHolder.

Redemption Procedure. (a) At least 10 days (or such shorter period as any holder Redemption of Notes may accept) and not more than 60 days presented for payment on or prior to the September 30 immediately preceding the last day of the Initial Period and of each twelve (12) month period thereafter will be made on the last day (December 1) of such period, beginning December 1, 1998. Notes not redeemed in any intended Redemption Datesuch period because they have not been presented on or prior to the September 30 immediately preceding the last day (December 1) of that period or because of the $25,000 or $2,250,000 limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, written notice (unless sooner withdrawn by the "Redemption Notice") holder. Holders of Notes presented for redemption shall be given entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Subject to the $25,000 and $2,250,000 limitations, the Company will, at any time upon the death of any holder, redeem Notes within sixty (60) days following receipt by facsimile or first class mail, postage prepaid, to each holder the Trustee of record on the record date fixed for such redemption of Notes at a written request therefor from such holder's facsimile number personal representative, or address as it appears on surviving joint tenant(s), tenant by the stock books entirety or tenant(s) in common. Notes will be redeemed in order of their receipt by the Trustee, except Notes presented for payment in the event of death of the Company; providedholder, thatwhich will be given priority in order of their receipt. Notes may be presented for redemption by delivering to the Trustee: (A) a written request for redemption, no failure in form satisfactory to give such notice nor the Trustee, signed by the registered holder(s) or his duly authorized representative, (B) the Note to be redeemed, free and clear of any deficiency therein shall affect liens or encumbrances of any kind, and (C) in the validity case of a request made by reason of the procedure death of a holder, appropriate evidence of death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Company for all Notes or portions thereof presented to it pursuant to the provisions described in this Article 6 is 100% of the principal amount thereof or portion thereof plus accrued but unpaid interest to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any Notes holder pursuant to this Section shall not be redeemed except as to included in the holder computation of either the $25,000 or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, $2,250,000 limitation for the any period. For purposes of this Section 9.066.2, shall refer a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder. The death of a person, who, during his lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed the death of the holder, regardless of the registered holder, if such beneficial interest can be established to the Optional Redemption Price satisfaction of the Trustee. For purposes of a holder's request for redemption and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to exist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keogx [X.R. 10] plans maintained solely by or for the holder or decedent or by or for the holder or decedent and his spouse), and trusts and certain other arrangements where a person has substantially all of the beneficial ownership interests in the event Notes during his lifetime. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except Note and the right to receive the Redemption Price upon surrender of their Notes) shall cease proceeds therefrom, as to those Notes redeemed, well as interest and such Notes shall not thereafter be transferred on principal payable with respect thereto. In the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption case of Notes registered in the names of banks, trust companies or broker-dealers who are insufficient members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to redeem the total number each beneficial owner of Notes held by a Qualified Institution and the death of such beneficial owner shall entitle a Qualified Institution to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders seek redemption of such Notes as if the deceased beneficial owner were the record holder. Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to be redeemed based the Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of such beneficial owner in the initial period or in any subsequent twelve (12) month period does not exceed $25,000. In the case of any Notes which are presented for redemption in part only, upon their holdings such redemption the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the holder of such Notes, without service charge, a new Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the unredeemed portion of the principal of the Notes so presented. Payments Nothing herein shall first be applied prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Company may not use any Notes purchased in the open market as a credit against accrued and unpaid interest and thereafter against the remainder of theits redemption obligations hereunder.

Redemption Procedure. (a) At least 10 days (or such shorter period as any holder A Notice of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, the Corporation not less than 15 days nor more than 40 days prior to each holder of record on the record date fixed for such redemption to each Holder of Notes at such holder's facsimile number Series A Preference Shares to be redeemed. Accidental failure or address as it appears on the stock books of the Company; provided, that, no failure omission to give such notice nor any deficiency therein to one or more of such Holders shall not affect the validity of such redemption. On and after the procedure for Redemption Date, the redemption Corporation shall pay or cause to be paid to or to the order of any Notes the Holders of the Series A Preference Shares to be redeemed except the Redemption Price on presentation and surrender at the place of redemption of the respective certificates representing such shares. Such payment shall be made by cheque drawn on a Canadian chartered bank and payable at par at any branch in Canada of such bank. Such shares in respect of which the Redemption Price has been paid as to aforesaid shall thereupon be redeemed. If less than all the holder or holders to whom Series A Preference Shares represented by any certificate shall be redeemed, a new certificate for the Company has failed to give said notice or to whom such notice was defective. (b) balance shall be issued. From and after the Redemption Date, the Holders of the Series A Preference Shares called for redemption shall cease to be entitled to dividends or to exercise any of the rights of Holders in respect thereof unless there shall have been a default in payment of the Redemption Price (shall not be made in accordance with the foregoing provisions, in which amount, for case the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except Holders shall remain unimpaired. The Corporation shall have the right at any time after mailing a Notice of Redemption to receive deposit the Redemption Price upon surrender of their Notes) shall cease the shares thereby called for redemption, or such part thereof as at the time of deposit has not been claimed by the persons entitled thereto, in any Canadian chartered bank or trust company in Canada specified in the Notice of Redemption or in a subsequent notice to those Notes redeemedthe Holders in respect of which the deposit is made, in a special account for the Holders of such shares, and upon such Notes deposit being made or upon the Redemption Date, whichever is later, the Series A Preference Shares in respect of which such deposit shall not thereafter be transferred on the books of the Company or have been made shall be deemed to be outstanding for any purpose whatsoever. If on redeemed and the rights of each Holder shall be limited to receiving, without interest, his proportionate part of the Redemption Date the funds Price so deposited upon presentation and surrender of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes certificate representing his shares to be redeemed redeemed. Any interest on such date, then deposit shall belong to the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theCorporation.

Redemption Procedure. (a) At least 10 days (or such shorter period as any holder Redemption of Notes may accept) and not more than 60 days presented for payment on or prior to the September 30 immediately preceding the last day of the initial period and of each twelve (12) month period thereafter will be made on the last day (December 1) of such period, beginning December 1, 1998. Notes not redeemed in any intended Redemption Datesuch period because they have not been presented on or prior to the September 30 immediately preceding the last day (December 1) of that period or because of the $25,000 or $2,250,000 limitations will be held in order of their receipt for redemption during the following twelve (12) month period(s) until redeemed, written notice (unless sooner withdrawn by the "Redemption Notice") holder. Holders of Notes presented for redemption shall be given entitled to and shall receive scheduled monthly payments of interest thereon on scheduled Interest Payment Dates until their Notes are redeemed. Subject to the $25,000 and $2,250,000 limitations, the Company will, at any time upon the death of any holder, redeem Notes within sixty (60) days following receipt by facsimile or first class mail, postage prepaid, to each holder the Trustee of record on the record date fixed for such redemption of Notes at a written request therefor from such holder's facsimile number personal representative, or address as it appears on surviving joint tenant(s), tenant by the stock books entirety or tenant(s) in common. Notes will be redeemed in order of their receipt by the Trustee, except Notes presented for payment in the event of death of the Company; providedholder, thatwhich will be given priority in order of their receipt. Notes may be presented for redemption by delivering to the Trustee: (A) a written request for redemption, no failure in form satisfactory to give such notice nor the Trustee, signed by the registered holder(s) or his duly authorized representative, (B) the Note to be redeemed, free and clear of any deficiency therein shall affect liens or encumbrances of any kind, and (C) in the validity case of a request made by reason of the procedure death of a holder, appropriate evidence of death and, if made by a representative of a deceased holder, appropriate evidence of authority to make such request. No particular forms of request for redemption or authority to request redemption are necessary (other than those required of a representative of a deceased holder). The price to be paid by the Company for all Notes or portions thereof presented to it pursuant to the provisions described in this Article 6 is 100% of the principal amount thereof or portion thereof plus accrued but unpaid interest to the date of payment. Any acquisition of Notes by the Company other than by redemption at the option of any Notes holder pursuant to this Section shall not be redeemed except as to included in the holder computation of either the $25,000 or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, $2,250,000 limitation for the any period. For purposes of this Section 9.066.2, shall refer a Note held in tenancy by the entirety, joint tenancy or tenancy in common will be deemed to be held by a single holder and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a holder. The death of a person, who, during his lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed the death of the holder, regardless of the registered holder, if such beneficial interest can be established to the Optional Redemption Price satisfaction of the Trustee. For purposes of a holder's request for redemption and a request for redemption on behalf of a deceased holder, such beneficial interest shall be deemed to exist in cases of street name or nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keogx [X.R. 10] plans maintained solely by or for the holder or decedent or by or for the holder or decedent and his spouse), and trusts and certain other arrangements where a person has substantially all of the beneficial ownership interests in the event Notes during his lifetime. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), all rights of the holders of Notes (except Note and the right to receive the Redemption Price upon surrender of their Notes) shall cease proceeds therefrom, as to those Notes redeemed, well as interest and such Notes shall not thereafter be transferred on principal payable with respect thereto. In the books of the Company or be deemed to be outstanding for any purpose whatsoever. If on the Redemption Date the funds of the Company legally available for redemption case of Notes registered in the names of banks, trust companies or broker-dealers who are insufficient members of a national securities exchange or the National Association of Securities Dealers, Inc. ("Qualified Institutions"), the $25,000 limitation shall apply to redeem the total number each beneficial owner of Notes held by a Qualified Institution and the death of such beneficial owner shall entitle a Qualified Institution to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders seek redemption of such Notes as if the deceased beneficial owner were the record holder. Such Qualified Institution, in its request for redemption on behalf of such beneficial owners, must submit evidence, satisfactory to be redeemed based the Trustee, that it holds Notes on behalf of such beneficial owner and must certify that the aggregate amount of requests for redemption tendered by such Qualified Institution on behalf of such beneficial owner in the initial period or in any subsequent twelve (12) month period does not exceed $25,000. In the case of any Notes which are presented for redemption in part only, upon their holdings such redemption the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the holder of such Notes, without service charge, a new Note(s), of any authorized denomination or denominations as requested by such holder, in aggregate principal amount equal to the unredeemed portion of the principal of the Notes so presented. Payments Nothing herein shall first be applied prohibit the Company from redeeming, in acceptance of tenders made pursuant hereto, Notes in excess of the principal amount that the Company is obligated to redeem, nor from purchasing any Notes in the open market. However, the Company may not use any Notes purchased in the open market as a credit against accrued and unpaid interest and thereafter against the remainder of theits redemption obligations hereunder.

Redemption Procedure. (a) At least 10 days (a. The Company shall give notice of the redemption to the Seller or the Holder of the Notes, by mailing notice of such shorter period as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (the "Redemption Notice") shall be given redemption by facsimile or first class mail, postage prepaid, at least 10 days and not more than 30 days prior to each holder of record on the record date fixed for such redemption redemption. In the case of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; provided, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. (b) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price (which amount, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a mandatory redemption pursuant to Section 9.03 hereof 2.3, the date fixed for redemption shall be 15 days following the date of the closing of the IPO. The notice of redemption shall specify (i) the Note Redemption Price, (ii) the date fixed for redemption, (iii) the amount of the Note Redemption Price to be paid in cash and/or common stock of the Company, (iv) the place or places of payment (at least one of which must be New York City), (v) that payment will be made upon presentation and surrender of the IPO Note or the Put Redemption Price Remainder Note, as the case may be, and (vi) that, in the event case of a the Remainder Note, interest, if any, accrued to the date fixed for redemption pursuant to will be paid as specified in such notice. b. If notice of redemption has been given as provided in Section 9.04 hereof2.5 (a) above, the IPO Note or the Remainder Note, as the case may be, shall become due and payable on the date and at the place or places stated in such notice at the Note Redemption Price, and on and after said date (unless the Company shall default in the payment of such notes at the Note Redemption Price), all rights the Seller or the Holder, as the case may be, of the holders IPO Note or the Remainder Note, as the case may be, shall have no right in respect of Notes (such notes except the right to receive the Note Redemption Price upon Price. On presentation and surrender of their Notesthe IPO Note or the Remainder Note, as the case may be, at a place of payment specified in the notice, such notes shall be paid and redeemed by the Company at the Note Redemption Price. c. In the event of a redemption of the Notes pursuant to Section 2.4 and the Seller (or the Holder) shall cease of the Notes is required to accept payment in common stock of the Company, such party as a condition to those Notes redeemeddelivery of certificates representing such shares, executes and delivers to the Company (if it has not already done so) a Shareholder Agreement in the form attached hereto as Attachment 4 ("SHAREHOLDER AGREEMENT"). Ownership in such Notes shares shall not thereafter be transferred on vest in the books of Seller (or the Holder) until such time as the Company or be deemed to be outstanding for any purpose whatsoever. If on receives the Redemption Date the funds of the Company legally available for redemption of Notes are insufficient to redeem the total number of Notes to be redeemed on such date, then the Company will use those funds which are legally available therefor to redeem the maximum possible principal amount of Notes ratably among the holders of such Notes to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against the remainder of theexecuted Shareholder Agreement.

Redemption Procedure. (a) At least 10 days (On or such shorter period after the date fixed for redemption as any holder of Notes may accept) and not more than 60 days prior to any intended Redemption Date, written notice (stated in the "Optional Redemption Notice") shall be given by facsimile or first class mail, postage prepaid, to each holder of record the shares of Series A Preferred Stock called for redemption shall surrender the certificate or certificates evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in such notice, and shall thereupon be entitled to receive payment of the aggregate Redemption Price. If fewer than all the shares of Series A Preferred Stock represented by any such surrendered certificate or certificates are redeemed, a new certificate shall be issued representing the unredeemed shares of Series A Preferred Stock. If, on the record date fixed for such redemption of Notes at such holder's facsimile number or address as it appears on the stock books of the Company; providedredemption, that, no failure to give such notice nor any deficiency therein shall affect the validity of the procedure funds necessary for the redemption of shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any Notes to be redeemed except as shares called for redemption shall not have been surrendered, the dividends with respect to the holder or holders shares so called shall cease to whom the Company has failed to give said notice or to whom such notice was defective. (b) From accumulate on and after the Redemption Datedate fixed for redemption, unless there such shares of Series A Preferred Stock shall have been a default in payment of no longer be deemed outstanding, the Redemption Price (which amountholders thereof shall cease to be shareholders with respect to such shares, for the purposes of this Section 9.06, shall refer to the Optional Redemption Price in the event of a redemption pursuant to Section 9.03 hereof or the Put Redemption Price in the event of a redemption pursuant to Section 9.04 hereof), and all rights of the holders of Notes whatsoever with respect to such shares (except the right of the holders thereof to receive the aggregate Redemption Price Price, without interest, upon surrender of their Notescertificates) shall cease as to those Notes redeemed, and such Notes shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoeverterminate. If on the Redemption Date the funds any holder of the Company legally available for redemption shares of Notes are insufficient to redeem the total number of Notes Series A Preferred Stock to be redeemed on has lost, misplaced or is otherwise unable to deliver the certificates representing such dateshares, then such holder shall execute and deliver an affidavit of loss in customary form containing an indemnification of the Company will use those funds which are legally available therefor Corporation with respect to redeem any undelivered certificates, and upon such execution and delivery the maximum possible principal amount of Notes ratably among the holders former holder of such Notes shares shall become entitled to be redeemed based upon their holdings of Notes. Payments shall first be applied against accrued and unpaid interest and thereafter against receive the remainder of theaggregate Redemption Price.