"REDEMPTION PROCEEDS").
(E)
NOTICE OF ANY REDEMPTION OF PREFERRED STOCK
SHALL BE MAILED TO THE HOLDERS OF PREFERRED STOCK NOT LESS THAN TEN (10) DAYS
NOR MORE THAN FIFTEEN (15) DAYS PRIOR
THE DATE FIXED FOR SUCH REDEMPTION.
AT
ANY TIME BEFORE OR AFTER A NOTICE OF REDEMPTION HAS BEEN GIVEN, THE COMPANY
SHALL DEPOSIT THE AGGREGATE REDEMPTION PRICE OF THE PREFERRED STOCK TO BE
REDEEMED WITH ANY BANK OR TRUST COMPANY IN NEW YORK, NEW YORK, WITH DIRECTIONS
TO PAY THE HOLDERS OF THE PREFERRED STOCK BEING REDEEMED THE REDEMPTION PROCEEDS
IN EXCHANGE FOR THE PREFERRED STOCK ON THE DATE FIXED FOR SUCH REDEMPTION.
(F)
IF PREFERRED STOCK IS DISTRIBUTED TO
HOLDERS OF CCS SECURITIES DURING ANY FLEXED RATE PERIOD, THEN THE COMPANY MAY
NOT REDEEM THE PREFERRED STOCK UNTIL THE END OF SUCH FLEXED RATE PERIOD.
(G)
PURSUANT TO THE CHARTER, FOLLOWING EXERCISE
OF THE PUT OPTION, THE COMPANY MAY REDEEM THE PREFERRED STOCK IN WHOLE OR IN
PART (X) ON THE FINAL DISTRIBUTION PAYMENT DATE OF THE APPLICABLE FLEXED RATE
PERIOD AND (Y) ON ANY DISTRIBUTION PAYMENT DATE IN THE AUCTION RATE MODE, UPON
PAYMENT OF THE REDEMPTION PROCEEDS.
(H)
UPON ANY REDEMPTION IN FULL OF PREFERRED
STOCK, THE CUSTODIAL TRUST AGREES TO REINVEST THE REDEMPTION PROCEEDS IN
ELIGIBLE ASSETS AND THE COMPANY AGREES TO PAY THE PUT PREMIUM TO THE CUSTODIAL
TRUST IN ACCORDANCE WITH THIS AGREEMENT.
(I)
SUBJECT TO CLAUSE (J) BELOW, IF THE
COMPANY PARTIALLY REDEEMS THE PREFERRED STOCK, THE REDEMPTION PROCEEDS WILL BE
DISTRIBUTED PRO RATA OR BY SUCH OTHER METHOD AS DETERMINED BY THE TRUSTEE TO THE
HOLDERS OF THE CCS SECURITIES (AND A CORRESPONDING REDUCTION IN THE AGGREGATE
FACE AMOUNT OF CCS SECURITIES WILL BE MADE).
(J)
THE COMPANY SHALL BE OBLIGATED TO REDEEM
ALL OF THE PREFERRED STOCK IF AFTER GIVING EFFECT TO A PARTIAL REDEMPTION
PERMITTED UNDER THE TERMS OF THIS AGREEMENT, THE AGGREGATE LIQUIDATION
PREFERENCE OF THE PREFERRED STOCK OUTSTANDING IMMEDIATELY AFTER SUCH PARTIAL
REDEMPTION WOULD BE LESS THAN $20,000,000.
(K)
FOR THE AVOIDANCE OF DOUBT, THERE IS NO
LIMITATION ON THE NUMBER OF TIMES THE COMPANY MAY PUT AND REDEEM THE PREFERRED
STOCK PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(L)
THE COMPANY MAY NOT REDEEM THE PREFERRED
STOCK FROM THE HOLDERS THEREOF FOR A PERIOD OF TWO YEARS FOLLOWING A FIXED RATE
DISTRIBUTION EVENT.
6
4.
PAYMENTS
4.1
ON THE PREFERRED STOCK PAYMENT DATE, AFTER
PAYMENT OF ANY UNPAID 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 CUSTODIAL TRUST WILL DELIVER TO THE COMPANY AN AMOUNT EQUAL TO THE
PROCEEDS ATTRIBUTABLE TO PRINCIPAL RECEIVED UPON THE MATURITY OF THE CUSTODIAL
TRUST'S ELIGIBLE ASSETS (AND, IF APPLICABLE, LIQUIDATION OF DEFAULTED ELIGIBLE
ASSETS), NET OF FEES AND EXPENSES OF THE CUSTODIAL TRUST AND AFTER ANY PRINCIPAL
IS RETURNED TO HOLDERS OF CCS SECURITIES PURSUANT