TO REDEEM ANY SERIES OF
PREFERRED STOCK OUTSTANDING (A) IN WHOLE BUT NOT IN PART ON ANY DISTRIBUTION
DATE DURING THE
10
FLEXED RATE PERIOD AND (B) IN WHOLE OR IN PART ON (I) ANY FLEXED MODE REDEMPTION
DATE AND (II) ANY DISTRIBUTION PAYMENT DATE IN THE AUCTION RATE MODE (EACH, A
"REDEMPTION DATE"); PROVIDED, THAT THE CORPORATION SHALL REDEEM ALL OF A SERIES
OF PREFERRED STOCK IN WHOLE NOT IN PART IF AFTER GIVING EFFECT TO A PARTIAL
REDEMPTION, THE AGGREGATE LIQUIDATION PREFERENCE OF PREFERRED STOCK OF SUCH
SERIES OUTSTANDING IMMEDIATELY AFTER SUCH PARTIAL REDEMPTION WOULD BE LESS THAN
$20,000,000.
NOTWITHSTANDING THE FOREGOING, FOLLOWING A FIXED RATE DISTRIBUTION
EVENT, THE CORPORATION SHALL NOT BE PERMITTED TO REDEEM THAT SERIES OF PREFERRED
STOCK IN WHOLE OR IN PART PRIOR TO THE SECOND ANNIVERSARY OF SUCH FIXED RATE
DISTRIBUTION EVENT.
IN THE CASE OF ANY REDEMPTION PURSUANT TO THIS SUBSECTION
(E), THE REDEMPTION PRICE SHALL BE AN AMOUNT EQUAL TO THE AGGREGATE LIQUIDATION
PREFERENCE OF THE PREFERRED STOCK TO BE REDEEMED PLUS ACCRUED BUT UNPAID
DIVIDENDS ON SUCH PREFERRED STOCK FOR THE THEN-CURRENT DISTRIBUTION PERIOD TO
THE REDEMPTION DATE AND ANY DECLARED AND UNPAID DIVIDENDS FOR ANY PRIOR
DISTRIBUTION PERIOD.
IN THE EVENT OF A PARTIAL REDEMPTION OF A SERIES OF
PREFERRED STOCK, THE REDEMPTION PRICE SHALL BE ALLOCATED PRO RATA AMONG THE
HOLDERS OF THE PREFERRED STOCK OF SUCH SERIES.
PAYMENT OF THE REDEMPTION PRICE
WILL BE MADE ON THE FIRST DISTRIBUTION PAYMENT DATE AFTER THE CORPORATION ELECTS
TO REDEEM SHARES OF PREFERRED STOCK.
(II)
NOTICE OF EVERY SUCH REDEMPTION SHALL BE MAILED, POSTAGE PREPAID,
TO THE HOLDERS OF THE PREFERRED STOCK TO BE REDEEMED AT THEIR RESPECTIVE
ADDRESSES THEN APPEARING ON THE REGISTER, NOT LESS THAN THIRTY (30) DAYS NOR
MORE THAN SIXTY (60) DAYS PRIOR TO REDEMPTION DATE.
AT ANY TIME BEFORE OR AFTER
A NOTICE OF REDEMPTION HAS BEEN GIVEN, THE CORPORATION MAY DEPOSIT THE AGGREGATE
REDEMPTION PRICE OF THE PREFERRED STOCK TO BE REDEEMED WITH ANY BANK OR TRUST
COMPANY IN NEW YORK, NEW YORK, HAVING CAPITAL AND SURPLUS OF MORE THAN
$5,000,000, NAMED IN SUCH NOTICE, DIRECTED TO BE PAID TO THE RESPECTIVE HOLDERS
OF THE PREFERRED STOCK TO BE REDEEMED, IN AMOUNTS EQUAL TO THE REDEMPTION PRICE
OF ALL SHARES OF PREFERRED STOCK TO BE REDEEMED, ON SURRENDER OF THE STOCK
CERTIFICATE OR CERTIFICATES HELD BY SUCH HOLDERS, AND UPON THE MAKING OF SUCH
DEPOSIT SUCH HOLDERS SHALL CEASE TO BE SHAREHOLDERS WITH RESPECT TO SUCH SHARES,
AND AFTER SUCH NOTICE SHALL HAVE BEEN GIVEN AND SUCH DEPOSIT SHALL HAVE BEEN
MADE, SUCH HOLDERS SHALL HAVE NO INTEREST IN OR CLAIM AGAINST THE CORPORATION
WITH RESPECT TO SUCH SHARES EXCEPT ONLY TO RECEIVE SUCH MONEY FROM SUCH BANK OR
TRUST COMPANY WITHOUT INTEREST.
(III)
IF THE HOLDERS OF THE SHARES OF PREFERRED STOCK WHICH SHALL HAVE
BEEN CALLED FOR REDEMPTION SHALL NOT, WITHIN TEN (10) YEARS AFTER SUCH DEPOSIT,
CLAIM THE AMOUNT DEPOSITED FOR THE REDEMPTION THEREOF, ANY SUCH BANK OR TRUST
COMPANY