PERIOD; AND
(H)
THE ENTRY OF A DECREE OF JUDICIAL
DISSOLUTION OF THE CUSTODIAL TRUST.
3.
EXERCISE OF PUT OPTION; REDEMPTION.
3.1
THE CUSTODIAL TRUST AGREES THAT IT SHALL,
UPON EXERCISE OF THE PUT OPTION BY THE COMPANY AS PROVIDED IN SECTION 3.2,
PURCHASE ALL, BUT NOT LESS THAN ALL, OF THE PREFERRED STOCK FROM THE COMPANY FOR
A PURCHASE PRICE EQUAL TO THE PREFERRED STOCK PURCHASE PRICE, WHICH PREFERRED
STOCK PURCHASE PRICE SHALL BE PAYABLE ON THE PREFERRED STOCK PAYMENT DATE IN
ACCORDANCE WITH SECTION 4.
3.2
(A)
THE
COMPANY MAY EXERCISE THE PUT OPTION AT ANY TIME BY DELIVERING (I) A PUT NOTICE
TO THE TRUSTEE, SPECIFYING A PAYMENT DATE (THE "PREFERRED STOCK PAYMENT DATE"),
WHICH SHALL BE THE NEXT SUCCEEDING DISTRIBUTION PAYMENT DATE AFTER THE DATE ON
WHICH THE PUT NOTICE IS DELIVERED TO THE TRUSTEE AND (II) THE CUSTODIAL TRUST
EXPENSE REIMBURSEMENT AGREEMENT TO THE CUSTODIAL TRUST IN THE FORM ATTACHED
HERETO AS ANNEX D (THE "CUSTODIAL TRUST EXPENSE REIMBURSEMENT AGREEMENT"), IN
EITHER CASE NOT MORE THAN FIFTEEN (15) DAYS BUT NOT LESS THAN TEN (10) DAYS
PRIOR TO THE NEXT SUCCEEDING DISTRIBUTION PAYMENT DATE.
(B)
ON THE PREFERRED STOCK PAYMENT DATE, AFTER
PAYMENT OF THE PUT PREMIUM BY THE COMPANY TO THE CUSTODIAL TRUST AND PAYMENT OF
ANY UNPAID DISTRIBUTION AMOUNT BY THE CUSTODIAL TRUST TO THE HOLDERS OF THE CCS
SECURITIES, IN EACH CASE FOR THE IMMEDIATELY PRECEDING DISTRIBUTION PERIOD, THE
COMPANY SHALL ISSUE AND DELIVER TO THE CUSTODIAL TRUST, OR ITS DESIGNEE,
PREFERRED STOCK WITH AN AGGREGATE LIQUIDATION PREFERENCE EQUAL TO THE PREFERRED
STOCK PURCHASE PRICE.
THE PREFERRED STOCK SHALL BE DELIVERED FREE AND CLEAR OF
ANY DEFECT IN TITLE, TOGETHER WITH ALL TRANSFER AND REGISTRATION DOCUMENTS (OR
ALL NOTICES, INSTRUCTIONS OR OTHER COMMUNICATIONS) AS ARE NECESSARY TO CONVEY
TITLE TO THE PREFERRED STOCK TO THE CUSTODIAL TRUST (OR ITS NOMINEE).
(C)
FOR THE AVOIDANCE OF DOUBT, ANY CASH
RECEIVED BY THE CUSTODIAL TRUST AS INTEREST OR OTHER PAYMENTS EARNED ON THE
PRINCIPAL AMOUNT OF THE ELIGIBLE ASSETS (NET OF FEES AND EXPENSES AND EXCLUDING
ANY REPAYMENT OF PRINCIPAL) AND NOT PREVIOUSLY DISTRIBUTED TO THE HOLDERS OF CCS
SECURITIES SHALL BE DISTRIBUTED TO THE HOLDERS OF CCS SECURITIES PRIOR TO
PAYMENT BY THE CUSTODIAL TRUST OF THE PREFERRED STOCK PURCHASE PRICE,
5
AND SHALL NOT BE USED TO PURCHASE THE PREFERRED STOCK; AND (2) THE AGGREGATE
LIQUIDATION PREFERENCE OF THE PREFERRED STOCK SHALL BE REDUCED BY THE AMOUNT, IF
ANY, BY WHICH THE AGGREGATE FACE AMOUNT OF CCS SECURITIES IS REDUCED AS A RESULT
OF LOSSES OF PRINCIPAL OF OR INTEREST ON ELIGIBLE ASSETS AS REQUIRED BY
SECTION 6.01(G) OF THE DECLARATION AND SECTIONS 2(H) AND 7(B) OF THE GENERAL
TERMS OF THE CCS SECURITIES ATTACHED THERETO.
(D)
PURSUANT TO THE CHARTER, THE COMPANY SHALL
HAVE THE RIGHT TO REDEEM THE PREFERRED STOCK IN WHOLE BUT NOT IN PART ON ANY
DISTRIBUTION PAYMENT DATE DURING THE FLEXED RATE PERIOD UPON PAYMENT OF THE
REDEMPTION PRICE FOR THE SHARES TO BE REDEEMED (THE