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Three and Six Month Renewable Unsecured Subordinated Notes One, Two, Three, Four, Five and Ten Year ... - page 5 / 40





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Renewal or Redemption at Upon maturity, the notes will be automatically renewed for the same term


at the interest rate we are offering at that time to other investors with sim- ilar aggregate note portfolios for notes of the same maturity, unless we notify you prior to the maturity date that we intend to repay the notes. You may also notify us within 15 days after the maturity date that you want your notes repaid. This 15 day period will be automatically ex- tended if you would otherwise be required to make the repayment elec- tion at a time when we have determined that a post-effective amendment to the registration statement of which this prospectus is a part must be filed with the Securities and Exchange Commission, but such post- effective amendment has not yet been declared effective.

If notes with similar terms are not being offered at the time of renewal, the interest rate upon renewal will be (a) the rate specified by us on or before the maturity date or (b) if no such rate is specified, the rate of your existing notes. The interest rate being offered upon renewal may, howev- er, differ from the interest rate applicable to your notes during the prior term. See “Description of the Notes — Renewal or Redemption on Ma- turity.”

Optional Redemption or Repurchase

After giving you 30 days’ prior notice, we may redeem some or all of your notes at a price equal to their original principal amount plus accrued but unpaid interest.

You may request us to repurchase your notes prior to maturity; however, unless the request is due to your death or total permanent disability, we are currently prohibited by contract from making any such repurchases.

See “Description of Notes — Redemption or Repurchase Prior To Stated Maturity- Repurchase At Request of Holder.”

Consolidation, Merger or Upon any consolidation, merger or sale of our company, we will either


redeem all of the notes or our successor will be required to assume our

obligations to pay principal and interest on the notes pursuant to the in- denture for the notes. For a description of these provisions see “Descrip- tion of the Notes - Consolidation, Merger or Sale.”

Ranking; No Security

The notes:

  • are unsecured;

  • rank junior to our existing and future secured debt, including the debt of

our special purpose entities;

  • rank junior to our existing and future senior unsecured debt, including

debt we may incur under our existing and future credit facilities; and

  • rank pari passu to our issued and outstanding renewable unsecured sub-

ordinated notes.

As of June 30, 2011, we had approximately $643.9 million of debt out- standing that is senior to the notes, of which approximately $590.6 mil- lion was issued by our consolidated special purpose entities. Including accounts payable, accrued expenses and an additional approximately $53.2 million of debt that does not appear on our consolidated financial statements (which was issued by our off-balance sheet special purpose entities), we had approximately $720.5 million of outstanding obligations senior to the notes. As of September 30, 2010, we had approximately $743.7 million of debt outstanding that is senior to the notes, of which approximately $716.7 million was issued by our consolidated special purpose entities. Including accounts payable, accrued expenses and an


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