Common use of Redemption Procedures Clause in Contracts

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it The Corporation shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailingmail, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 90 days before prior to the date fixed for redemption date, addressed to the respective holders of that series record of the Series A Preferred Stock to such holders be redeemed at their last respective addresses as they shall appear upon on the Security Registerstock transfer records of the Corporation. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this IndentureSeries A Preferred Stock, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided except as to a particular series of Securities, if at the time of mailing of any holder to whom notice of redemption the Company shall was defective or not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such dategiven. Each such notice of redemption shall identify the Securities to be redeemed will state: (including CUSIP numbers, if any), specify the date fixed for redemption and i) the redemption price at which Securities date; (ii) the redemption price; (iii) the number of that series are shares of Series A Preferred Stock to be redeemed, and shall state that ; (iv) the place or places where the Series A Preferred Stock is to be surrendered for payment of the redemption price of such Securities price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series A Preferred Stock being so called for redemption will not be made at able to tender such shares of Series A Preferred Stock for conversion in connection with the office or agency Change of the CompanyControl and each share of Series A Preferred Stock tendered for conversion that is called, upon presentation and surrender of such Securities, that interest accrued prior to the date fixed Conversion Date, for redemption will be paid as specified in said noticeredeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, that from and after said date interest no notice of redemption will cease be required where the Corporation elects to accrue and that the redemption is for a sinking fund, if such is the caseredeem Series A Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Securities Series A Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of a series shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the notice to the holders of Securities of that series shares to be redeemed in whole will be selected by lot or in part shall specify pro rata. If a redemption date falls after a Dividend Record Date and prior to the particular Securities corresponding Dividend Payment Date, each holder of Series A Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to dividend payable on such Security shall state shares on the portion of the principal amount thereof to be redeemed, and shall state that on and after corresponding Dividend Payment Date notwithstanding the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to shares before the unredeemed portion thereof will be issuedDividend Payment Date.

Redemption Procedures. (ai) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion If any shares of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series Series A Preferred Stock are to be redeemed by mailingthe Corporation pursuant to this Section 6, first class notice of redemption will be furnished by the Corporation and will be mailed, postage prepaid, a (A) in case of redemption pursuant to Section 6(a), within fifteen (15) days after the Corporation’s receipt of the Holder Partial Redemption Notice, or (B) in the case of redemption pursuant to Section 6(b) or Section 6(c), within the applicable notice period specified in Section 6(b) or Section 6(c), as applicable, in each case, addressed to the holders of such redemption not less than 30 days and not more than 60 days before record of the date fixed for redemption of that series Series A Preferred Stock to such holders be redeemed at their last addresses as they shall appear upon on the Security Registerstock transfer records of the Corporation. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect therein or in the notice, mailing thereof shall not affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior Series A Preferred Stock except as to the expiration of any restriction on such redemption holder to whom notice was defective or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or conditionnot given. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such Each notice shall state that it is subject to state: (i) the receipt redemption date; (ii) the number of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be shares of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities Series A Preferred Stock to be redeemed redeemed; (including CUSIP numbers, if any), specify the date fixed for redemption and iii) the redemption price at which Securities and the accrued and unpaid dividends (if any) payable to holders surrendering shares of that series are Series A Preferred Stock; (iv) the place or places where the Series A Preferred Stock is to be redeemed, and shall state that surrendered for payment of the applicable redemption price of such Securities price; (v) that dividends on the shares to be redeemed will be cease to accrue on such redemption date; (vi) whether such redemption is being made at the office pursuant to Section 6(a), Section 6(b) or agency Section 6(c), (vii) if applicable, that such redemption is being made in connection with a Redemption Event and, in that case, a brief description of the Company, upon presentation transaction or transactions constituting such Redemption Event; and surrender of (viii) if such Securitiesredemption is being made in connection with a Redemption Event, that interest accrued to the date fixed holders of the shares of Series A Preferred Stock being so called for redemption will not be paid as specified able to tender such shares of Series A Preferred Stock for conversion or exchange in said notice, that from and after said date interest will cease to accrue connection with the applicable Redemption Event and that each share of Series A Preferred Stock tendered for conversion or exchange that is called for redemption prior to the effective or closing date of the Redemption Event will be redeemed on the related date of redemption is for a sinking fund, if such is instead of the caseeffective or closing date of the Redemption Event. If less than all of the Securities shares of a series Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to the holders of Securities of that series to be redeemed in whole or in part such holder shall also specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to number of shares of Series A Preferred Stock held by such Security shall state the portion of the principal amount thereof holder to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it The Corporation shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailingmail, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 90 days before prior to the date fixed for redemption date, addressed to the respective holders of that series record of the Series B Preferred Stock to such holders be redeemed at their last respective addresses as they shall appear upon on the Security Registerstock transfer records of the Corporation. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this IndentureSeries B Preferred Stock, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided except as to a particular series of Securities, if at the time of mailing of any holder to whom notice of redemption the Company shall was defective or not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such dategiven. Each such notice of redemption shall identify the Securities to be redeemed will state: (including CUSIP numbers, if any), specify the date fixed for redemption and i) the redemption price at which Securities date; (ii) the redemption price; (iii) the number of that series are shares of Series B Preferred Stock to be redeemed, and shall state that ; (iv) the place or places where the Series B Preferred Stock is to be surrendered for payment of the redemption price of such Securities price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series B Preferred Stock being so called for redemption will not be made at able to tender such shares of Series B Preferred Stock for conversion in connection with the office or agency Change of the CompanyControl and each share of Series B Preferred Stock tendered for conversion that is called, upon presentation and surrender of such Securities, that interest accrued prior to the date fixed Conversion Date, for redemption will be paid as specified in said noticeredeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, that from and after said date interest no notice of redemption will cease be required where the Corporation elects to accrue and that the redemption is for a sinking fund, if such is the caseredeem Series B Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Securities Series B Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of a series shares of Series B Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series B Preferred Stock are to be redeemed, the notice to the holders of Securities of that series shares to be redeemed in whole will be selected by lot or in part shall specify pro rata. If a redemption date falls after a Dividend Record Date and prior to the particular Securities corresponding Dividend Payment Date, each holder of Series B Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to dividend payable on such Security shall state shares on the portion of the principal amount thereof to be redeemed, and shall state that on and after corresponding Dividend Payment Date notwithstanding the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to shares before the unredeemed portion thereof will be issuedDividend Payment Date.

Redemption Procedures. (ai) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case Notice of any redemption (a "Notice of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all Redemption") of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Partnership Preferred Securities to be redeemed will be made at the office or agency given by Citizens Capital by mail to each Holder of the Company, upon presentation and surrender of such Securities, that interest accrued Partnership Preferred Securities not fewer than 30 nor more than 60 days prior to the date fixed for redemption will thereof following the issuance of a notice of prepayment or redemption of the Convertible Debentures by Citizens to Citizens Capital. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this paragraph (f)(i), a Notice of Redemption shall be paid as specified deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to each Holder of Partnership Preferred Securities. Each Notice of Redemption shall be addressed to each Holder of Partnership Preferred Securities at the address of the Holder appearing in said notice, that from the books and after said date interest will cease records of Citizens Capital. No defect in the Notice of Redemption or in the mailing thereof with respect to accrue and that any Partnership Preferred Security shall affect the validity of the redemption is for proceedings with respect to any other Partnership Preferred Security. (ii) If, following a sinking fundnotice of prepayment of all outstanding Convertible Debentures, if such is the case. If less than all the Securities Citizens Capital issues a Notice of a series are to be redeemedRedemption, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part onlythen, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemedby 12:00 noon, and shall state that New York time, on and after the redemption date, Citizens will repay to Citizens Capital an aggregate principal amount of the Convertible Debentures, which, together with accrued and unpaid interest and any Deferred Interest thereon, will be an amount sufficient to pay the Redemption Price for all Partnership Preferred Securities then outstanding. If a Notice of Redemption shall have been issued and funds deposited as required or a check deposited in the U.S. mails postage prepaid, then upon surrender the date of such Securitydeposit, a new all rights of the Partnership Preferred Security or Holders who hold such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders of such series securities to receive the Redemption Price, but without interest from and after such redemption date. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in principal amount equal respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day. In the event that payment of the Redemption Price in respect of Partnership Preferred Securities is improperly withheld or refused and not paid either by Citizens Capital or by Citizens pursuant to the unredeemed portion thereof Partnership Guarantee Agreement, Distributions on such Partnership Preferred Securities (including any Additional Distributions thereon) will be issuedcontinue to accumulate at the then applicable rate, from the original redemption date to the date that the Redemption Price is actually paid.

Redemption Procedures. In the case of redemption, upon notice of redemption having been given pursuant to Section 2.04(a) or (a) In case b), as applicable, the Notes to be so redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall desire to exercise such right to redeem all or, as default in the case may be, a portion payment of the Securities Redemption Price and accrued interest, if any) such Notes shall cease to bear or accrue any interest. Upon surrender of any series Notes for redemption in accordance with said notice, such Notes shall be paid by the right reserved so Company at the Redemption Price, together with any accrued but unpaid interest to, but not including, the redemption date provided that installments of interest whose Stated Maturity Date is on or prior to dothe redemption date will be payable to the Holders of such Notes, it or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 2.10, unless, in connection with a redemption date falling on an Interest Payment Date, the Notes of the particular series provide that interest payable on an Interest Payment Date that is a redemption date shall give be paid to the Person to whom principal is payable. In case of any redemption by the Company, the Company shall, at least forty-five (45) days prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to the Indenture Trustee), notify the Indenture Trustee by an Officer's Certificate of such redemption to holders date, and of the Securities principal amount of such series Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other seriesredeemed. In the case of any redemption of Securities Notes (i) prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities Notes or elsewhere in this Indenture, or (ii) which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officers' Officer's Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as All notices to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice Holders of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.state:

Redemption Procedures. The Corporation shall, on the redemption date for any Senior Preferred Shares pursuant to clauses (ad), (e) In or (f), redeem such Senior Preferred Shares by paying to such holder the then current Liquidation Value per share on presentation and surrender of the certificate(s) for the Senior Preferred Shares so called for redemption at such place as may be specified in such notice or, if no such place is named, at the registered office of the Corporation. The certificate(s) for such Senior Preferred Shares shall thereupon be cancelled and the Senior Preferred Shares represented thereby shall thereupon be redeemed and cancelled. Such payment shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the holders of Senior Preferred Shares, or if no such account has been designated, then by delivery to such holder of a cheque payable at any branch of the Corporation’s bankers for the time being in Canada. From and after the redemption date, holders of Senior Preferred Shares called for redemption shall not be entitled to exercise any of their rights as holders of Senior Preferred Shares unless payment of the said redemption price is not made on the redemption date, in which case the Company rights of the holders of the said Senior Preferred Shares shall desire to exercise such right remain unaffected. The Corporation shall have the right, at any time on or after the date for redemption of Senior Preferred Shares or the mailing or delivery of notice of its intention to redeem all orSenior Preferred Shares, to deposit the redemption price of the Senior Preferred Shares so called for redemption, or of such of the Senior Preferred Shares which are represented by certificates which have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, to a special account maintained by the Corporation with a branch of a Canadian chartered bank or trust company designated by the Corporation in the notice of redemption (the “Trustee”) which has offices in the City of Ottawa, to be paid without interest to or to the order of the respective holders of Senior Preferred Shares whose shares have been called for redemption, upon presentation and surrender to the Trustee of the certificates representing such shares. Upon such deposit being made or upon the date specified for redemption, whichever is later, the Senior Preferred Shares in respect of which such deposit shall have been made shall be deemed to have been redeemed and the rights of the holders thereof after such deposit or such redemption date, as the case may be, a portion shall be limited to receiving their proportion of the Securities of any series in accordance with the right reserved amount so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Companywithout interest, upon presentation and surrender of such Securities, that interest accrued to the Trustee of the certificate or certificates representing the Senior Preferred Shares being redeemed. Any interest allowed on any such deposit shall belong to the Corporation. Redemption moneys that are represented by a cheque that has not been presented for payment or that otherwise remain unclaimed (including moneys held on deposit in a special account as provided for above) for a period of six years from the date fixed specified for redemption will shall be paid as specified in said notice, that from and after said date interest will cease forfeited to accrue and that the redemption is for a sinking fund, if such is the caseCorporation. If less than all the Securities of Senior Preferred Shares represented by a series certificate are to be redeemed, the notice holder shall be entitled to receive, at the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion expense of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such SecurityCorporation, a new Security or Securities certificate representing Senior Preferred Shares of such series in principal amount equal holder which have not been redeemed. No Senior Preferred Shares acquired by the Corporation shall be reissued, and all such shares shall be cancelled, retired and eliminated from the Senior Preferred Shares which the Corporation shall be authorized to the unredeemed portion thereof will be issuedissue.

Redemption Procedures. (a) In case the Company shall desire event of any redemption pursuant to exercise such right to redeem all Section 9.2, the written direction of a Majority of the Subordinated Notes or, if applicable, the Collateral Manager shall be provided to the Issuer, the Trustee and (if such redemption is pursuant to Section 9.2(c) and is not being directed by the Collateral Manager) the Collateral Manager not later than 30 days (or with respect to any Optional Redemption undertaken with Refinancing Proceeds, 10 Business Days) (or such shorter period as may be agreed to by the case may beTrustee and Collateral Manager) prior to the Redemption Date on which such redemption is to be made (which date will be designated in such direction). In the event of any Tax Redemption pursuant to Section 9.3, the written direction of a portion Majority of the Securities Subordinated Notes shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 30 days prior to the Payment Date on which such redemption is to be made (which date will be designated in such direction). In the event of any series in accordance with the right reserved so redemption pursuant to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaidSection 9.2 or Section 9.3, a notice of such redemption shall be given not less later than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed 15 Business Day (or, in the manner herein provided shall be conclusively presumed to have been duly givencase of a Refinancing or a Partial Refinancing, whether or not the registered holder receives the notice. In any case, failure duly to give such notice later than nine Business Days) prior to the holder applicable Redemption Date, to each Holder of any Security Notes to be redeemed at such Holder’s address in the Register, each Hedge Counterparty and the Rating Agency. (b) All notices of any series designated for redemption delivered pursuant to Section 9.4(a) will state: (i) the applicable Redemption Date; (ii) the Redemption Prices of the Notes to be redeemed; (iii) which Classes of Secured Notes are being redeemed and that all of the Secured Notes to be redeemed are to be redeemed in whole or in part, or any defect full and that interest on such Secured Notes will cease to accrue on the Payment Date specified in the notice, shall not affect ; (iv) the validity of the proceedings for the redemption of any other Securities of such series place or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series places where Secured Notes are to be redeemed, and shall state that surrendered for payment of the redemption price of such Securities to be redeemed Redemption Prices, which will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are Co-Issuers to be maintained as provided in Section 7.2; (v) if all Classes of Secured Notes are being redeemed, whether the notice to the holders of Securities of that series Subordinated Notes are to be redeemed in whole full on such Redemption Date and, if so, the place or in part shall specify places where the particular Securities Subordinated Notes are to be so redeemed. In case any Security is surrendered for payment of the Redemption Prices, which will be the office or agency of the Co-Issuers to be redeemed maintained as provided in part only, Section 7.2; and (vi) that the notice which relates redemption may be withdrawn by the Co-Issuers on any day up to such Security shall state the portion Business Day immediately preceding the scheduled Redemption Date. The Co-Issuers (at the direction of the principal amount thereof Collateral Manager) will have the option to be redeemed, and shall state that withdraw any such notice of redemption delivered pursuant to Section 9.2 or Section 9.3 on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal any day up to the unredeemed portion thereof will be issued.Business Day immediately preceding the scheduled Redemption Date. The Issuer

Redemption Procedures. Series A Preferred Securities redeemed on each redemption date shall be redeemed at the Redemption Price with the applicable proceeds from the contemporaneous redemption of the Series A Debentures. Redemptions of the Series A Preferred Securities shall be made, and the Redemption Price shall be payable, on each redemption date only to the extent that the Partnership has funds on hand available for the payment of such Redemption Price. If the Partnership gives a notice of redemption in respect of the Series A Preferred Securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are available, the Partnership will deposit irrevocably with the Clearing Agency funds sufficient to pay the applicable Redemption Price and will give the Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of such Series A Preferred Securities. If the Series A Preferred Securities are no longer in book-entry form, the Partnership, to the extent funds are available therefor, will irrevocably deposit with the paying agent for the Series A Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such paying agent irrevocable instructions and authority to pay the Redemption Price to the holders thereof upon surrender of their certificates evidencing such Series A Preferred Securities. Notwithstanding the foregoing, Dividends payable on or prior to the redemption date for any Series A Preferred Securities called for redemption shall be payable to the Holders of such Series A Preferred Securities as of the relevant record dates for the related Dividend Payment Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of the Holders of such Series A Preferred Securities so called for redemption will cease, except the right of the Holders of such Series A Preferred Securities to receive the Redemption Price, but without interest on such Redemption Price, and such Series A Preferred Securities will cease to be outstanding. In the event that any date fixed for redemption of Series A Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (a) and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the redemption date. In the event that payment of the Redemption Price in respect of Series A Preferred Securities called for redemption is improperly withheld or refused and not paid either by the Partnership or by Entergy London Investments pursuant to the Guarantee, Dividends on the Series A Preferred Securities will continue to accumulate at the then applicable rate from the redemption date originally established by the Partnership for such Series A Preferred Securities to the date such Redemption Price is actually paid, in which case the Company actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. Subject to applicable law (including, without limitation, Rule 14e-1 under the Exchange Act and any other applicable United States federal securities law), Entergy London Investments or its subsidiaries may at any time and from time to time purchase outstanding Series A Preferred Securities by tender, in the open market or by private agreement. Payment of the Redemption Price on the Series A Preferred Securities and any distribution of Series A Debentures to Holders of Series A Preferred Securities shall desire be made to exercise such right to redeem all orthe holders of record as they appear on the books and records of the Partnership as of the relevant record date, which, as long as the case may beSeries A Preferred Securities remain in book-entry form, a portion will be one Business Day prior to the relevant redemption date or liquidation date, as applicable; provided, however, that in the event that the Series A Preferred Securities are not in book- entry form, the relevant record date for the Series A Preferred Securities shall be the date 15 days prior to the redemption date or liquidation date, as applicable. If less than all of the Series A Preferred Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series are to be redeemed by mailingon a redemption date, first class postage prepaid, a notice of such redemption not less than 30 days and the particular Series A Preferred Securities to be redeemed shall be selected not more than 60 days before prior to the redemption date fixed by the General Partner from the outstanding Series A Preferred Securities not previously called for redemption, by lot or by such method as the General Partner shall deem fair and appropriate, which shall provide for the selection for redemption of that series portions (equal to such holders at their last addresses as they $25 or an integral multiple of $25 in excess thereof) of the Liquidation Preference of Series A Preferred Securities of a denomination larger than $25. The General Partner shall appear upon promptly notify the Security Register. Any notice which is mailed transfer agent and registrar in writing of the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated Series A Preferred Securities selected for redemption and, in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Series A Preferred Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indentureselected for partial redemption, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount aggregate Liquidation Preference thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

Redemption Procedures. (a) In case the Company shall desire to exercise such right To require us to redeem shares of Series C Preferred Stock, a holder or estate of a holder, as applicable, must deliver a notice of redemption, by overnight delivery or by first class mail, postage prepaid to us at our principal executive offices. Each such notice must be an original, notarized copy and must state: (1) the name and address of the stockholder whose shares of Series C Preferred Stock are requested to be redeemed, (2) the number of shares of Series C Preferred Stock requested to be redeemed, (3) the name of the broker dealer who holds the shares of Series C Preferred Stock requested to be redeemed, the stockholder’s account number with such broker dealer and such broker dealer’s participant number for DTC and (4) in the case of a notice to redeem upon the death of a holder, a certified copy of the death certificate (and such other evidence that is satisfactory to us in our sole discretion) for the natural person who previously held the shares to be redeemed. If, as a result of the limitations described under “—Stockholder Redemption Option,” the optional redemption right has not been suspended or terminated but fewer than all orshares for which a notice of redemption was delivered to us are to be redeemed, the number of shares to be redeemed will be pro rata based on the number of shares of Series C Preferred Stock for which each holder timely submitted a notice of redemption. If a Stockholder Redemption Date is also a Death Redemption Date, the limitations described under “—Stockholder Redemption Option” shall first be applied to any redemption requested upon the death of the holder and then to shares to be redeemed pursuant to the Stockholder Redemption Option. Upon any redemption of shares of Series C Preferred Stock, the holder thereof will also be entitled to receive a sum equal to all accumulated and unpaid dividends on such shares to, but excluding, the applicable Stockholder Redemption Date or Death Redemption Date (unless such Stockholder Redemption Date or Death Redemption Date falls after a dividend record date and on or prior to the corresponding dividend payment date, in which case each holder of shares of Series C Preferred Stock on such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of shares of Series C Preferred Stock that are redeemed on such Stockholder Redemption Date or Death Redemption Date will be entitled to the dividends, if any, occurring after the end of the dividend period to which such dividend payment date relates up to, but excluding, the Stockholder Redemption Date or Death Redemption Date, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register). Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for Upon the redemption of any other Securities shares of Series C Preferred Stock, such series shares of Series C Preferred Stock will cease to be outstanding, dividends with respect to such shares of Series C Preferred Stock will cease to accumulate and all rights whatsoever with respect to such shares (except the right to receive the per share cash payment for the shares to be redeemed) will terminate. We may suspend or terminate the redemption program at any other seriestime in our sole discretion. In Optional Redemption by the case of any redemption of Securities Company Except in certain limited circumstances relating to maintaining our qualification as a REIT as described in “—Restrictions on Ownership and Transfer,” we cannot redeem the Series C Preferred Stock prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.later of

Redemption Procedures. Series A Preferred Securities redeemed on each redemption date shall be redeemed at the Redemption Price with the applicable proceeds from the contemporaneous redemption of the Series A Debentures. Redemptions of the Series A Preferred Securities shall be made, and the Redemption Price shall be payable, on each redemption date only to the extent that the Partnership has funds on hand available for the payment of such Redemption Price. If the Partnership gives a notice of redemption in respect of the Series A Preferred Securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are available, the Partnership will deposit irrevocably with the Clearing Agency funds sufficient to pay the applicable Redemption Price and will give the Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of such Series A Preferred Securities. If the Series A Preferred Securities are no longer in book-entry form, the Partnership, to the extent funds are available therefor, will irrevocably deposit with the paying agent for the Series A Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such paying agent irrevocable instructions and authority to pay the Redemption Price to the holders thereof upon surrender of their certificates evidencing such Series A Preferred Securities. Notwithstanding the foregoing, Dividends payable on or prior to the redemption date for any Series A Preferred Securities called for redemption shall be payable to the Holders of such Series A Preferred Securities as of the relevant record dates for the related Dividend Payment Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of the Holders of such Series A Preferred Securities so called for redemption will cease, except the right of the Holders of such Series A Preferred Securities to receive the Redemption Price, but without interest on such Redemption Price, and such Series A Preferred Securities will cease to be outstanding. In the event that any date fixed for redemption of Series A Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (a) and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the redemption date. In the event that payment of the Redemption Price in respect of Series A Preferred Securities called for redemption is improperly withheld or refused and not paid either by the Partnership or by Entergy London Investments pursuant to the Guarantee, Dividends on the Series A Preferred Securities will continue to accumulate at the then applicable rate from the redemption date originally established by the Partnership for such Series A Preferred Securities to the date such Redemption Price is actually paid, in which case the Company actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. Subject to applicable law (including, without limitation, Rule 14e-1 under the Exchange Act and any other applicable United States federal securities law), Entergy London Investments or its subsidiaries may at any time and from time to time purchase outstanding Series A Preferred Securities by tender, in the open market or by private agreement. Payment of the Redemption Price on the Series A Preferred Securities and any distribution of Series A Debentures to Holders of Series A Preferred Securities shall desire be made to exercise such right to redeem all orthe holders of record as they appear on the books and records of the Partnership as of the relevant record date, which, as long as the case may beSeries A Preferred Securities remain in book-entry form, a portion will be one Business Day prior to the relevant redemption date or liquidation date, as applicable; provided, however, that in the event that the Series A Preferred Securities are not in book- entry form, the relevant record date for the Series A Preferred Securities shall be the date 15 days prior to the redemption date or liquidation date, as applicable. If less than all of the Series A Preferred Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series are to be redeemed by mailingon a redemption date, first class postage prepaid, a notice of such redemption not less than 30 days and the particular Series A Preferred Securities to be redeemed shall be selected not more than 60 days before prior to the redemption date fixed by the General Partner from the outstanding Series A Preferred Securities not previously called for redemption, by lot or by such method as the General Partner shall deem fair and appropriate, which shall provide for the selection for redemption of that series portions (equal to such holders at their last addresses as they $25 or an integral multiple of $25 in excess thereof) of the Liquidation Preference of Series A Preferred Securities of a denomination larger than $25. The General Partner shall appear upon promptly notify the Security Register. Any notice which is mailed transfer agent and registrar in writing of the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated Series A Preferred Securities selected for redemption and, in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Series A Preferred Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indentureselected for partial redemption, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount aggregate Liquidation Preference thereof to be redeemed, and shall state that on and after the redemption date. If, upon surrender any liquidation of the Partnership, the Holders of Series A Preferred Securities are paid in full the aggregate Liquidation Distribution to which they are entitled, then such Security, a new Security Holders will not be entitled to receive or Securities share in any other assets of such series the Partnership then or thereafter available for distribution to any other holders of partnership interests in principal amount equal to the unredeemed portion thereof will be issuedPartnership.

Redemption Procedures. (a) In case Notice of redemption will be sent by the Company shall desire Partnership to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series Class A Convertible Common Units to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration date of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or conditionredemption. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such Such notice shall state that it is subject to state: (A) the receipt redemption date; (B) the redemption price; (C) the number of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities Class A Convertible Common Units to be redeemed redeemed; (including CUSIP numbers, if any), specify D) the date fixed for redemption and place or places where the redemption price at which Securities of that series Class A Convertible Common Units are to be redeemed, and shall state that surrendered for payment of the redemption price of such Securities price; and (E) that distributions on the Class A Convertible Common Units to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will no longer be paid as specified in said notice, that from and after said date interest will cease to accrue and that the such redemption is for a sinking fund, if such is the casedate. If less than all of the Securities of a series Class A Convertible Common Units are to be redeemed, the notice shall also specify the number of Class A Convertible Common Units to be redeemed. Except to the holders of Securities of extent that series the Class A Convertible Common Units to be redeemed in whole are converted into Common Units pursuant to Section 1.9 prior to the redemption date as permitted by Section 1.11, on or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender the Class A Convertible Common Units to be redeemed shall be presented and surrendered, and any certificates representing such Class A Convertible Common Units that may have been issued with respect thereto shall be delivered, at the place designated in the notice of redemption and thereupon the redemption price of such Security, a new Security or Securities Class A Convertible Common Units shall be paid to the holder of such series redeemed Class A Convertible Common Unit and each redeemed Class A Convertible Common Unit shall be canceled. From and after the redemption date (unless the Partnership defaults in principal amount equal payment of the redemption price), all distributions on the Class A Convertible Common Unit designated for redemption in such notice and not converted to Common Units prior to the unredeemed portion thereof will redemption date, shall no longer be issuedpayable and all rights of the holders of the Class A Convertible Common Units, except the right to receive the redemption price thereof, shall cease and terminate, and such Class A Convertible Common Units shall not be deemed to be outstanding for any purpose whatsoever.

Redemption Procedures. (a) In case The Issuer shall give or cause the Company shall desire Trustee to exercise such right to redeem all orgive notice of redemption, as in the case may be, a portion manner provided for in Section 11.01 of the Indenture, not less than 30 nor more than 60 days prior to a date for redemption of Securities of any series by first-class mail, postage prepaid, to each Securityholder at its registered address or otherwise in accordance with the right reserved so to doprocedures of DTC. If the Issuer itself gives the notice, it shall give notice of such redemption also deliver a copy at the same time to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before Trustee. If the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed Issuer elects to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any give notice of redemption the Company Issuer shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest deliver to the date fixed for redemptionTrustee, such notice shall state that it is subject at least 45 days prior to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption Redemption Date (unless such redemption the Trustee is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify satisfied with a shorter period), an Officer’s Certificate requesting that the Trustee select the Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Issuer and at the Issuer’s expense. Securities will be selected for partial redemptions in accordance with DTC procedures. If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article III of the Indenture, the Securities shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (including CUSIP numberstogether with accrued interest, if any, to, but excluding, the Redemption Date), specify and from and after the date fixed for redemption and Redemption Date (unless the redemption price at which Securities of that series are to be redeemed, and Issuer shall state that default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of such the Securities to be redeemed will be made for redemption in accordance with the notice, the Issuer shall pay the Securities at the office or agency of redemption price, together with accrued interest, if any, to, but excluding, the Company, upon presentation and surrender of such Securities, that interest accrued Redemption Date. If the Issuer shall fail to the date fixed pay any Security called for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is upon its surrender for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemedredemption, the notice to principal shall, until paid, bear interest from the holders of Securities of that series to be redeemed in whole or in part shall specify Redemption Date at the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, rate borne by the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedSecurities.

Redemption Procedures. (a) In case the Company shall desire to exercise such right event we elect to redeem all orSeries A Preferred Stock, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of redemption will be mailed to each holder of record of Series A Preferred Stock called for redemption at such redemption to holders of the Securities of such series to be redeemed by mailingholder’s address as it appears on our stock transfer records, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 days before prior to the date fixed redemption date, and will state the following: ● the redemption date; ● the number of shares of Series A Preferred Stock to be redeemed; ● the redemption price; ● the place or places where certificates (if any) for the Series A Preferred Stock are to be surrendered for payment of the redemption price; and ● that dividends on the shares to be redeemed will cease to accumulate on the redemption date. If less than all of that series the Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holders at their last addresses as they holder shall appear upon also specify the Security Registernumber of shares of Series A Preferred Stock held by such holder to be redeemed. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect thereto or in the notice, mailing thereof shall not affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior Series A Preferred Stock except as to the expiration holder to whom notice was defective or not given. Holders of any restriction on such redemption or subject Series A Preferred Stock to compliance with certain conditions provided be redeemed shall surrender the Series A Preferred Stock at the place designated in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption and shall be entitled to the Company shall not redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have deposited with irrevocably set aside the paying agent an amount funds necessary for redemption in cash sufficient to redeem all trust for the benefit of the Securities holders of the shares of Series A Preferred Stock so called for redemption, including accrued interest to then from and after the redemption date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice default shall be made by us in providing for the payment of no effect unless such moneys are so received on or before such date. Each such notice of the redemption shall identify the Securities to be redeemed (including CUSIP numbersprice plus accumulated and unpaid dividends, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest dividends will cease to accrue on those shares of Series A Preferred Stock, those shares of Series A Preferred Stock shall no longer be deemed outstanding and that all rights of the holders of those shares will terminate, except the right to receive the redemption is for a sinking fundprice plus accumulated and unpaid dividends, if such any, payable upon redemption. If any redemption date is not a business day, then the caseredemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the period from and after that redemption date to that next business day. If less than all of the Securities of a series are outstanding Series A Preferred Stock is to be redeemed, the notice to the holders of Securities of that series Series A Preferred Stock to be redeemed in whole shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or in part shall specify the particular Securities to be so redeemedby any other equitable method we determine. In case connection with any Security is to be redeemed redemption of Series A Preferred Stock, we shall pay, in part onlycash, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemedany accumulated and unpaid dividends to, and shall state that on and after but not including, the redemption date, upon surrender unless a redemption date falls after a dividend record date and prior to the corresponding dividend payment date, in which case each holder of Series A Preferred Stock at the close of business on such dividend record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such Securityshares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of the Series A Preferred Stock to be redeemed. Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a new Security sum sufficient for the payment thereof has been or Securities contemporaneously is set apart for payment for all past dividend periods, no shares of such series in principal amount equal Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchanging it for our capital stock ranking junior to the unredeemed portion thereof will Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock. Subject to applicable law, we may purchase shares of Series A Preferred Stock in the open market, by tender or by private agreement. Any shares of Series A Preferred Stock that we acquire may be issuedretired and reclassified as authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, The Fund will file a notice of its intention to redeem Preferred Shares with the SEC so as to provide the 30 calendar day notice period contemplated by Rule 23c-2 under the 1940 Act, or such redemption not less than 30 days and not more than 60 days before shorter notice period as may be permitted by the date fixed for redemption of that series SEC or its staff. If the Fund shall determine to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall or be conclusively presumed required to have been duly givenredeem, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in Preferred Shares, including the noticeSeries A Preferred Stock, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to it will deliver a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all (“Notice of the Securities called for redemptionRedemption”) by overnight delivery, including accrued interest by first class mail, postage prepaid or by electronic means to the date fixed for redemption, holders of record of such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are Preferred Shares to be redeemed, and shall state that payment . A Notice of the redemption price of such Securities to be redeemed Redemption will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued provided not more than 45 calendar days prior to the date fixed for redemption in such Notice of Redemption (the “Redemption Date”). The Redemption Date will be paid as specified in said notice, that from not less than 30 calendar days and after said not more than 90 calendar days following the date interest will cease to accrue and that the redemption Notice of Redemption is for a sinking fund, if such is provided to the caseholders of Preferred Shares. If less fewer than all of the Securities of a series outstanding Preferred Shares are to be redeemed pursuant to either the asset coverage mandatory redemption provisions or the optional redemption provisions, the Preferred Shares to be redeemed will be selected either (i) pro rata among the Preferred Shares, or (ii) by lot. If fewer than all Preferred Shares held by any holder are to be redeemed, the notice Notice of Redemption mailed to such holder shall also specify the holders number of Securities of that series Preferred Shares to be redeemed from such holder or the method of determining such number. The Fund may provide in whole or in part shall specify the particular Securities any Notice of Redemption relating to a redemption contemplated to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal effected pursuant to the unredeemed portion Articles Supplementary that such redemption is subject to one or more conditions precedent and that the Fund will not be required to effect such redemption unless each such condition has been satisfied. No defect in any Notice of Redemption or delivery thereof will be issuedaffect the validity of redemption proceedings except as required by applicable law.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not Not more than 60 nor less than 30 days and not more than 60 days before prior to the redemption date, notice by first class mail, postage prepaid, shall be given to each Holder of Debentures to be redeemed, at such Holder’s address as it shall appear upon the stock transfer books of the Company. Each such notice of redemption shall specify the date fixed for redemption, the redemption price, the place or places of payment and that series payment will be made upon presentation and surrender of the Debentures to such holders at their last addresses as they shall appear upon the Security Registerbe redeemed. Any notice which that is mailed in the manner as herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder Holder receives the such notice. In any case, ; and failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in partby mail, or any defect in the such notice, to the Holders of any Debentures designated for redemption shall not affect the validity of the proceedings for the redemption of any other Securities of such series Debenture. On or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before after the date fixed for redemption (unless as stated in such notice, each Holder of the Debentures called for redemption is mandatory) and shall surrender such Debentures to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. Upon surrender of a Debenture that is redeemed in part, a new Debenture equal in principal amount to the unredeemed portion of the Debenture surrendered shall be of no effect unless such moneys are so received on or before such dateissued to the Holder. Each If such notice of redemption shall identify have been so mailed and if, on or prior to the Securities redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds, in trust for the account of the Holders of the Debentures so to be redeemed (including CUSIP numbers, if anyso as to be and continue to be available therefor), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that then on and after the redemption date, upon surrender notwithstanding that any certificate for the Debentures so called for redemption shall not have been surrendered for cancellation, all Debentures with respect to which such notice shall have been mailed and such funds which shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate, except the right of such Security, a new Security or Securities of such series in principal the Holders thereof to receive the amount payable on redemption thereof (including an amount equal to accrued and unpaid interest to the unredeemed portion redemption date) without interest thereon. However, if such notice of redemption shall have been so mailed and if, prior to the redemption date specified in such notice, all said funds necessary for such redemption shall have been irrevocably deposited in trust, for the account of the Holders of the Debentures so to be redeemed (so as to be and continue to be available therefor), with a corporation organized and doing business under the laws of the United States or any State thereof will or of the District of Columbia (or a corporation or other person permitted to act as a trustee by the Securities and Exchange Commission) authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, then, upon the making of such irrevocable deposit and without awaiting the redemption date, all Debentures with respect to which such notice shall have been so mailed and such funds which shall have been so irrevocably deposited shall be issueddeemed to be no longer outstanding, and all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate except the right of the Holders thereof on or after the redemption date to receive out of the funds so irrevocably deposited in trust the amount payable upon redemption thereof (including an amount equal to accrued and unpaid interest to the redemption date) without interest thereon. The Holder of any Debenture redeemed upon any exercise of the Company’s redemption right shall not be entitled to receive payment of the redemption price for such Debentures until such Holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the Debentures to be redeemed and (ii) transfer instrument(s) satisfactory to the Company and sufficient to transfer such Debentures to the Company free of any adverse interest. No interest shall accrue on any Debentures after its redemption date.

Redemption Procedures. (ai) In case For purposes of this statement of designation, "Redemption Date" shall refer to the Company shall desire Maturity Date or any Optional Redemption Date, and the applicable redemption price per share as at such Redemption Date is hereinafter referred to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and "Redemption Price." At least 20 but not more than 60 days before prior to any Redemption Date, written notice shall be mailed, first class, postage prepaid, to each holder of record of Series A Preferred Stock to be redeemed, at his or its post office address last shown on the date fixed records of the Company, notifying such holder of the number of shares so to be redeemed, calling upon such holder to surrender to the Company, in the manner and at the place designated, its certificate or certifi xxxxx representing the shares to be redeemed (such notice is hereinafter referred to as the "Redemption Notice") and stating the Redemption Price for such shares to be redeemed. On or prior to each Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares, together with any accrued but unpaid dividends on such shares to the Redemption Date, shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series A Preferred Stock designated for redemption in the Redemption Notice as holders of that series Series A Preferred Stock of the Company (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall cease with respect to such holders at their last addresses as they shares, and such shares shall appear upon not thereafter be transferred on the Security Registerbooks of the Company or be deemed to be outstanding for any purpose whatsoever. (ii) Neither failure to mail a Redemption Notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to any other holder. Any notice which is Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, given whether or not the registered holder receives the notice. In (iii) If the Redemption Notice has been given pursuant to this Section 4 and any caseholder of shares of Series A Preferred Stock to be redeemed shall, failure duly prior to the close of business on the Redemption Date, give such written notice to the holder Company pursuant to Section 7(c) of the conversion of any Security or all of the shares to be redeemed held by the holder, then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in Section 7(c), whereupon any series designated for redemption in whole or in partfunds deposited by the Company, or any defect on its behalf, with a paying agent or segregated and held in trust by the notice, shall not affect the validity of the proceedings Company for the redemption of such shares shall (subject to any other Securities right of the holder of such series or any other series. In shares to receive the case of any redemption of Securities prior dividend payable thereon as provided in Section 7 below) immediately upon such conversion be returned to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securitiesor, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount then held in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys trust by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to shall be discharged from the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the casetrust. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.(d)

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion If any of the Securities Bonds are to be called for redemption, the Indenture requires a copy of any series in accordance with the right reserved so redemption notice to do, it shall give notice of be mailed at least thirty (30) days prior to such redemption date to holders the registered owner of the Securities of such series each Bond to be redeemed by mailing, first class postage prepaid, a notice of such at the address shown on the registration books. All Bonds so called for redemption not less than 30 days and not more than 60 days before will cease to bear interest after the date fixed for redemption of that series to such holders at if funds for their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction are on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if deposit at the time place of mailing of any payment at that time. If notice of redemption shall have been given as aforesaid, the Company Bonds called for redemption shall not have deposited become due and payable on the redemption date, provided, however, that with the paying agent an amount in cash sufficient respect to redeem all any optional redemption of the Securities called for redemption, including accrued interest to the date fixed for redemptionBonds as provided in this bond, such notice shall state that it is subject to such redemption shall be conditional upon the receipt of redemption moneys by the paying agent Trustee on or before prior to the date fixed for redemption (unless such redemption is mandatory) of moneys sufficient to pay the principal of, redemption premium, if any, and interest on such Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect unless and the Issuer shall not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such moneys are not so received on or before such date. Each such received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. If a notice of optional redemption shall identify be unconditional, or if the Securities to be redeemed (including CUSIP numbersconditions of a conditional notice of optional redemption shall have been satisfied, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, then upon presentation and surrender of such Securities, that interest accrued to the date fixed Bonds so called for redemption will be paid as specified in said noticeat the place or places of payment, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to Bonds shall be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

Redemption Procedures. (a) In case the Company shall desire to exercise such right event we elect to redeem all orSeries A Preferred Stock, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of redemption will be mailed to each holder of record of Series A Preferred Stock called for redemption at such redemption to holders of the Securities of such series to be redeemed by mailingholder’s address as it appear on our stock transfer records, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 days before prior to the date fixed redemption date, and will state the following: ● the redemption date; ● the number of shares of Series A Preferred Stock to be redeemed; ● the redemption price; ● the place or places where certificates (if any) for the Series A Preferred Stock are to be surrendered for payment of the redemption price; ● that dividends on the shares to be redeemed will cease to accumulate on the redemption date; ● whether such redemption is being made pursuant to the provisions described above under “—Optional Redemption” or “—Special Optional Redemption”; and ● if applicable, that such redemption is being made in connection with a Change of Control and, in that series case, a brief description of the transaction or transactions constituting such Change of Control. If less than all of the Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holders at their last addresses as they holder shall appear upon also specify the Security Registernumber of shares of Series A Preferred Stock held by such holder to be redeemed. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect thereto or in the notice, mailing thereof shall not affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior Series A Preferred Stock except as to the expiration holder to whom notice was defective or not given. Holders of any restriction on such redemption or subject Series A Preferred Stock to compliance with certain conditions provided be redeemed shall surrender the Series A Preferred Stock at the place designated in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption and shall be entitled to the Company shall not redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have deposited with irrevocably set aside the paying agent an amount funds necessary for redemption in cash sufficient to redeem all trust for the benefit of the Securities holders of the shares of Series A Preferred Stock so called for redemption, including accrued interest to then from and after the redemption date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice default shall be made by us in providing for the payment of no effect unless such moneys are so received on or before such date. Each such notice of the redemption shall identify the Securities to be redeemed (including CUSIP numbersprice plus accumulated and unpaid dividends, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest dividends will cease to accrue on those shares of Series A Preferred Stock, those shares of Series A Preferred Stock shall no longer be deemed outstanding and that all rights of the holders of those shares will terminate, except the right to receive the redemption is for a sinking fundprice plus accumulated and unpaid dividends, if such any, payable upon redemption. If any redemption date is not a business day, then the caseredemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the period from and after that redemption date to that next business day. If less than all of the Securities of a series are outstanding Series A Preferred Stock is to be redeemed, the notice to the holders of Securities of that series Series A Preferred Stock to be redeemed in whole shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or in part shall specify the particular Securities to be so redeemedby any other equitable method we determine. In case connection with any Security is to be redeemed redemption of Series A Preferred Stock, we shall pay, in part onlycash, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemedany accumulated and unpaid dividends to, and shall state that on and after but not including, the redemption date, upon surrender unless a redemption date falls after a dividend record date and prior to the corresponding dividend payment date, in which case each holder of Series A Preferred Stock at the close of business on such dividend record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such Securityshares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of the Series A Preferred Stock to be redeemed. Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a new Security sum sufficient for the payment thereof has been or Securities contemporaneously is set apart for payment for all past dividend periods, no shares of such series in principal amount equal Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchanging it for our capital stock ranking junior to the unredeemed portion thereof will Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock. Subject to applicable law, we may purchase shares of Series A Preferred Stock in the open market, by tender or by private agreement. Any shares of Series A Preferred Stock that we acquire may be issuedretired and reclassified as authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities Notice of any series in accordance with Unscheduled Redemption (which notice will be irrevocable) will be given by the right reserved so Trust by mail to do, it shall give notice each record Holder of such redemption to holders of the Trust Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before prior to the date fixed for redemption such Unscheduled Redemption which notice shall specify such date (the "Unscheduled Redemption Date"), the applicable Redemption Amount, accumulated and unpaid Distributions and Make-Whole Loan Amount, each as payable to said Holder on said Unscheduled Redemption Date and shall provide a reasonably detailed computation of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the noticeamounts. In addition, the Trust shall, at least two Business Days prior to any caseUnscheduled Redemption Date, failure duly to give provide each Holder with written notice of the Make-Whole Loan Amount payable in connection with such Redemption of such Holder's Preferred Securities including a reasonably detailed computation thereof. If the Trust gives a notice of redemption, then the applicable Redemption Amount in such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction will become due and payable on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this IndentureUnscheduled Redemption Date and by 12:00 noon, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the New York City time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to on the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by Trust will redeem the paying agent on or before Trust Securities at the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such dateRedemption Amount. Each such notice of redemption shall identify In the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state event that payment of the redemption price of such Securities to be redeemed will be made at Redemption Amount is improperly withheld or refused and not paid by either the office Trust or agency of the Company, upon presentation and surrender of such Securities, that interest accrued Depositor pursuant to the date fixed Guarantee Agreement, Distributions on the Trust Securities called for redemption will be paid as specified in said notice, that from and after said continue to accumulate at the Past Due Distribution Rate until the date interest will cease to accrue and that the redemption Redemption Amount (adjusted for additional Distributions accrued until the date of actual payment) is for a sinking fundactually paid, if and the Holders of such is the case. If less than Preferred Securities may, until such payment, exercise all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion their rights as Holders of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedPreferred Securities.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities One Business Day prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this IndentureRedemption Date, the Company shall furnish deposit with the Trustee with Paying Agent immediately available funds in an Officers' Certificate evidencing compliance with any such restriction or conditionamount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. Unless otherwise so provided as to a particular series of Securities, if at If the time of mailing of any Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall not have deposited irrevocably deposit such funds with the paying agent an amount Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in cash sufficient to redeem all of the Securities called for redemption, including accrued interest immediately available funds to the date fixed for redemptionHolders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such notice shall state that it is subject delay). Interest to the receipt of redemption moneys by the paying agent be paid on or before the date fixed Redemption Date for any Notes called for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received payable to the Holders on or before such datethe Regular Record Date for the related Interest Payment Dates. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed If any Notes called for redemption and are not so paid upon surrender thereof for redemption, the redemption price Redemption Price shall, until paid, bear interest from the Redemption Date at which Securities of that series are to be redeemed, and shall state that payment of the redemption price Coupon Rate. In exchange for the unredeemed portion of such Securities to be redeemed will be made at the office or agency of the Companysurrendered Notes, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified new Notes in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in an aggregate principal amount equal to the unredeemed portion thereof will of such surrendered Notes shall be issued. A notice of redemption may set forth one or more conditions precedent to redemption. Any such notice of redemption shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent to redemption shall be satisfied, or such redemption may not occur, and, in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or the Redemption Date as so delayed, such notice of redemption may be rescinded by the Company.

Redemption Procedures. (a) In case the Company shall desire to exercise such right event the Corporation elects to redeem all orSeries C Preferred Stock, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of will be mailed by the Securities of such series to be redeemed by mailingCorporation, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 days before prior to the date fixed redemption date, to each holder of record of Series C Preferred Stock called for redemption at such holder’s address as it appears on the stock transfer records of the Corporation and shall state: (I) the redemption date; (II) the number of shares of Series C Preferred Stock to be redeemed; (III) the redemption price; (IV) the place or places where certificates (if any) for the Series C Preferred Stock are to be surrendered for payment of the redemption price; (V) that series dividends on the shares to be redeemed will cease to accumulate on the redemption date; (VI) whether such redemption is being made pursuant to Section 6(e)(vi)(B) or Section 6(e)(vi)(C); (VII) if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting such Change of Control; and (VIII) if such redemption is being made in connection with a Change of Control, that the holders of the shares of Series C Preferred Stock being so called for redemption will not be able to tender such shares of Series C Preferred Stock for conversion in connection with the Change of Control and that each share of Series C Preferred Stock tendered for conversion that is called, prior to the Change of Control Conversion Date (as defined below), for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. If less than all of the shares of Series C Preferred Stock held by any holder are to be redeemed, the notice mailed to such holders at their last addresses as they holder shall appear upon also specify the Security Registernumber of shares of Series C Preferred Stock held by such holder to be redeemed. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, No failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect thereto or in the notice, mailing thereof shall not affect the validity of the proceedings for the redemption of any other Securities shares of such series or any other series. In the case of any redemption of Securities prior Series C Preferred Stock except as to the expiration of any restriction on such redemption holder to whom notice was defective or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedgiven.

Redemption Procedures. (ai) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities Notice of any series in accordance with the right reserved so to do, it shall give notice redemption (a "Notice of such redemption to holders Redemption of the Securities Junior Preferred Membership Interests") of such series any Series of Junior Preferred Membership Interests to be redeemed will be given by mailing, first class postage prepaid, a notice the Issuer by mail to each Junior Preferred Member holding such Series of such redemption Junior Preferred Membership Interests not less fewer than ten nor more than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 10.2(d), a Notice of Redemption of Junior Preferred Membership Interests shall be deemed to be given on the day such notice shall state that it is subject first mailed by first-class mail, postage prepaid, to the receipt each Junior Preferred Member holding Junior Preferred Membership Interests to be redeemed. Each Notice of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice Redemption of Junior Preferred Membership Interests shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities addressed to each Junior Preferred Member holding Junior Preferred Membership Interests to be redeemed at the address of such Junior Preferred Member appearing in the Register and shall state: (including CUSIP numbersa) the redemption date; (b) the aggregate stated liquidation preference of the Junior Preferred Membership Interests to be redeemed and, if any), specify less than all of the date fixed for redemption and the redemption price at which Securities Junior Preferred Membership Interests of that series such Series held by such Junior Preferred Member are to be redeemedredeemed from such Junior Preferred Member, the aggregate stated liquidation preference of such Junior Preferred Membership Interests to be redeemed from such Junior Preferred Member; (c) the redemption price; and shall state that (d) if such Junior Preferred Membership Interests are being redeemed in full, the place where the Junior Preferred Membership Certificates for such Series of Junior Preferred Membership Interests are to be surrendered for payment of the redemption price price. No defect in the Notice of such Securities Redemption of Junior Preferred Membership Interests or in the mailing thereof with respect to be redeemed will be made at any Junior Preferred Membership Interest shall affect the office or agency validity of the Company, upon presentation and surrender of such Securities, that interest accrued redemption proceedings with respect to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedother Junior Preferred Membership Interest.

Redemption Procedures. (ai) In case For purposes of this statement of designation, "Redemption Date" shall refer to the Company shall desire Maturity Date or any Optional Redemption Date, and the applicable redemption price per share as at such Redemption Date is hereinafter referred to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and "Redemption Price." At least 20 but not more than 60 days before prior to any Redemption Date, written notice shall be mailed, first class, postage prepaid, to each holder of record of Series A Preferred Stock to be redeemed, at his or its post office address last shown on the date fixed for redemption records of that series the Company, notifying such holder of the number of shares so to be redeemed, calling upon such holders at their last addresses as they shall appear upon holder to surrender to the Security Register. Any notice which is mailed Company, in the manner herein provided and at the place designated, its certificate or certificates representing the shares to be redeemed (such notice is hereinafter referred to as the "Redemption Notice") and stating the Redemption Price for such shares to be redeemed. On or prior to each Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares, together with any accrued but unpaid dividends on such shares to the Redemption Date, shall be conclusively presumed payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been duly givena default in payment of the Redemption Price, whether or not all rights of the registered holder receives holders of the notice. In any case, failure duly to give such notice to the holder of any Security of any series Series A Preferred Stock designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity Redemption Notice as holders of Series A Preferred Stock of the proceedings for Company (except the redemption of any other Securities of such series or any other series. In right to receive the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued Redemption Price without interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of their certificate or certificates) shall cease with respect to such Securityshares, a new Security and such shares shall not thereafter be transferred on the books of the Company or Securities of such series in principal amount equal be deemed to the unredeemed portion thereof will be issuedoutstanding for any purpose whatsoever.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion Notice of the Securities redemption of any series in accordance with the right reserved so Series A Preferred Stock under this Section 5 shall be mailed by first class mail to do, it shall give notice each holder of such redemption to holders record of the Securities of such series Series A Preferred Stock to be redeemed by mailingat the address of each such holder as shown on the Corporation’s records, first class postage prepaid, a notice of such redemption not less than 30 days and not nor more than 60 days before prior to the date fixed Call Date. Neither the failure to mail any notice required by this paragraph (f), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption of that series with respect to such holders at their last addresses as they shall appear upon the Security Registerother holders. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, given on the date mailed whether or not the registered holder receives the notice. In any case, failure duly to give Each such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such mailed notice shall state that it is subject to state, as appropriate: (1) the receipt Call Date; (2) the number of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be shares of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities Series A Preferred Stock to be redeemed (including CUSIP numbersand, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less fewer than all the Securities of a series shares held by such holder are to be redeemed, the notice to the holders number of Securities of that series such shares to be redeemed from such holder; (3) the redemption price per share of Series A Preferred Stock (determined as set forth in whole paragraph (a) or (c) of this Section 5, as applicable) plus accumulated accrued and unpaid dividends through the Call Date (determined as set forth in part shall specify paragraph (d) of this Section 5); (4) if any shares are represented by certificates, the particular Securities place or places at which certificates for such shares are to be so redeemed. In case any Security is surrendered; (5) that dividends on the shares to be redeemed in part onlyshall cease to accrue on such Call Date except as otherwise provided herein; and (6) any other information required by law or by the applicable rules of any exchange or national securities market upon which the Series A Preferred Stock may be listed or admitted for trading. Notice having been mailed as aforesaid, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on from and after the Call Date (unless the Corporation shall fail to make available an amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, dividends on the Series A Preferred Stock so called for redemption dateshall cease to accrue, (ii) said shares shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series A Preferred Stock shall cease (except the right to receive cash payable upon such redemption, without interest thereon, upon surrender and endorsement of such Security, a new Security or Securities of such series in principal amount equal their certificates if so required and to the unredeemed portion thereof will be issuedreceive any dividends payable thereon).

Redemption Procedures. To exercise its Company Redemption Right pursuant to this Section 10(b), the Company must, no later than 5:00 p.m., New York City time, on the date that is no more than one hundred twenty (a120), nor less than thirty (30), calendar days prior to the Designated Redemption Date, deliver written notice thereof (a “Notice of Company Redemption”) In case to each Holder of Series A Preferred Stock then-outstanding and the Transfer Agent. On such Designated Redemption Date, the Company shall desire deliver or cause to exercise be delivered to each Holder cash by wire transfer, equal to the Redemption Price of the shares of Series A Preferred Stock then-held by such right Holder. On the Designated Redemption Date, each Holder shall, on or prior to redeem all orthe Designated Redemption Date, as surrender to the case may beTransfer Agent the certificates representing the shares of Series A Preferred Stock to be redeemed by the Company; provided, however, for the avoidance of doubt, any failure by the Holder to surrender such Holder’s certificates representing the shares of Series A Preferred Stock to be redeemed shall not delay the associated redemption and the redemption shall be deemed to occur automatically on the Designated Redemption Date upon the transfer of the Redemption Price of the shares of Series A Preferred Stock then-held by such Holder to such Holder. For the avoidance of doubt, a portion of Holder shall be permitted to deliver a Conversion Notice at any time prior to the Securities of any series date that is two (2) Business Days prior to the Designated Redemption Date and exercise its conversion rights pursuant to, and in accordance with the right reserved so to doconversion procedures set forth in, it shall give notice of such redemption to holders of Section 6. From and after the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice Designated Redemption Date on which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with has redeemed any such restriction or condition. Unless otherwise so provided as to a particular series share of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited Series A Preferred Stock in accordance with the paying agent an amount in cash sufficient to redeem all provisions of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if anythis Section 10(b), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and (i) Dividends shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and that the redemption is for a sinking fund, if such is the case. If less than (iii) all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates rights with respect to such Security share shall state the portion of the principal amount thereof to be redeemed, cease and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedterminate.

Redemption Procedures. (a) In case the Company shall desire event that Evolve elects to exercise such right offer to redeem any Registrable Securities pursuant to Sections 7(a), 7(b) or 7(c) above, the Redemption Notice shall be mailed, first class postage prepaid, to each Holder of Registrable Securities to be redeemed, in accordance with Section 15 hereof, notifying such Holder of the redemption to be effected, specifying the number of Registrable Securities offered to be redeemed from such Holder, the effective date or dates of such redemption (the "Redemption Date(s)"), and the place at which payment may be obtained. Each such Holder may accept Evolve's offer by surrendering to Evolve his certificate or certificates representing the Registrable Securities to be redeemed on each Redemption Date, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price (as defined below) of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. Each such Holder may accept Evolve's redemption offer by surrendering such certificates no later than fifteen (15) days after the applicable Redemption Date. In the event less than all orthe shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. The redemption price for each share of Registrable Securities to be redeemed shall equal the Fair Market Value of such share as of the last date of issuance or cancellation of Closing Acquisition Shares, Fixed Earnout Payment Shares or Variable Earnout Payment Shares, as the case may be, as determined under the Acquisition Agreement (the "Redemption Price"). From and after each Redemption Date, unless there shall have been a portion default in payment of the Securities Redemption Price, all rights of any series in accordance with the right reserved so to do, it shall give notice Holders of such redemption to shares as holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed Common Stock tendered for redemption (unless except the right to receive the Redemption Price without interest) shall cease with respect to such redemption is mandatory) shares, and such notice shares shall not thereafter be transferred on the books of no effect unless such moneys are so received on the Corporation or before such date. Each such notice of redemption shall identify the Securities be deemed to be redeemed (including CUSIP numbers, if any), specify the date fixed outstanding for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issuedpurpose whatsoever.

Redemption Procedures. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' ’ Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.