Common use of Limitations on Redemption Clause in Contracts

Limitations on Redemption. Unless full cumulative dividends on all outstanding shares of Series A Preferred Stock shall have been or contemporaneously are (i) authorized, declared and paid or (ii) declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods that have ended, no shares of Series A Preferred Stock shall be redeemed pursuant to Section 6(c) unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to Article VI of the Charter (or any successor provision thereof) in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock. In addition, unless full cumulative dividends on all outstanding shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods, the Corporation shall not purchase or otherwise acquire, directly or indirectly, any shares of Series A Preferred Stock (except by conversion into or exchange for stock of the Corporation ranking junior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation); provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to Article VI of the Charter (or any successor provision thereof) in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock. So long as no dividends are in arrears and subject to the limitations set forth in the Charter (including these terms of the Series A Preferred Stock), the Corporation shall be entitled at any time and from time to time to repurchase shares of Series A Preferred Stock in open-market transactions, by tender or by private agreement, in each case as duly authorized by the Board of Directors and effected in compliance with applicable laws.

Limitations on Redemption. Unless full cumulative dividends on all outstanding Notwithstanding any contrary provision of this Agreement, for so long as any shares of Series A Preferred Stock or Series B Preferred Stock are outstanding, the Company shall have been not be obligated to make any redemption payments under this Section 6.4 or contemporaneously are (i) authorizedotherwise in respect of the Series C Preferred Stock. Notwithstanding any contrary provision of this Agreement, declared from and paid or (ii) declared and a sum sufficient for after the payment thereof set apart for payment for all past Dividend Periods that have ended, date on which no shares of Series A Preferred Stock shall be redeemed pursuant to Section 6(c) unless all outstanding shares of or Series A B Preferred Stock are simultaneously redeemed; providedoutstanding, however, that the foregoing Company shall not prevent be obligated to make any redemption payments under this Section 6.4 or otherwise in respect of the purchase or acquisition by the Corporation of shares of Series A C Preferred Stock pursuant unless due provision can be made for the full amount of any dividend or liquidation preference or redemption payment (if any) payable to Article VI of the Charter (or any successor provision thereof) in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the which holders of all outstanding shares of Series A Preferred Stockany Senior Stock may be entitled under the Articles. In addition, unless full cumulative dividends on all notwithstanding anything to the contrary in this Agreement, (i) so long as any amounts are outstanding shares under any Other Documents (as defined below) or any commitments to lend under the Other Documents have not been terminated, the Company shall not make payment in respect of any redemption permitted or otherwise required by this Section 6.4 to the extent that the making of such payment would breach, conflict with, or result in any violation of or default or event of default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in the Series A C Preferred Stock have been or contemporaneously are declared constituting "Disqualified Stock" as defined under, any provision of the Other Documents; and paid or declared and a sum sufficient for (ii) so long as any amount is outstanding under the payment thereof set apart for payment for all past Dividend PeriodsMay Indenture and/or the December Indenture, the Corporation Company shall not purchase make payment in respect of any redemption permitted or otherwise acquire, directly or indirectly, any shares required by this Section 6.4 until after the Company has complied with the provisions of Series A Preferred Stock (except by conversion into or exchange for stock Sections 4.06 and 4.09 of the Corporation ranking junior May Indenture and/or the December Indenture, as applicable, it being understood and agreed that if any event or series of events constituting a Change of Control hereunder shall not also constitute a "Change of Control" under the May Indenture and/or the December Indenture, as applicable, such event or series of events shall be deemed not to the Series A Preferred Stock with respect to the payment constitute a Change of dividends Control hereunder and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation); provided, however, that the foregoing Company shall not prevent the purchase be obligated to make any redemption payments under this Section 6.4 or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to Article VI of the Charter (or any successor provision thereof) otherwise in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock. So long as no dividends are in arrears and subject to the limitations set forth in the Charter (including these terms respect of the Series A C Preferred StockStock in connection therewith. "Other Documents" means (i) the Amended and Restated Loan and Security Agreement, dated as of March 6, 2000, between and among the Company, Winston Tire Company, The Speed Merchant, Inc., and California Tire Company, as borrowers, the financial institutions party thereto (the "Lenders") and Fleet Capital Corporation, as Administrative Agent (the "Administrative Agent"), (ii) the Corporation shall be entitled at any time Indenture, dated as of May 15, 1998, between and among the Company, the Subsidiary Guarantors party thereto and First Union National Bank, as Trustee (the "May Indenture"), (iii) the Indenture, dated as of December 1, 1998, between and among the Company, the Subsidiary Guarantors party thereto and First Union National Bank, as Trustee (the "December Indenture"), (iv) all notes, mortgages, security documents, guaranties and other agreements, documents and instruments entered into in connection therewith, in each case, as extended, amended, modified, supplemented and/or restated from time to time to repurchase shares in accordance with its terms, including any replacement agreement for any thereof and any refinancing of Series A Preferred Stock the debt incurred under any thereof, which refinancing may result in open-market transactions, by tender or by private agreement, a greater principal amount outstanding in each case as duly authorized connection therewith. Any determination made by the Board of Directors Directors, in its sole judgment, that the making of any payment pursuant to this Section 6.4 would breach, conflict with, or result in any violation of or default or event of default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries under, or result in the Series C Preferred Stock constituting "Disqualified Stock" as defined under, any of the Other Documents, shall be conclusive and effected in compliance with applicable lawsbinding on the Company and all holders of Series C Preferred Stock.

Limitations on Redemption. Unless full cumulative dividends on all outstanding Notwithstanding any contrary provision of this Agreement, for so long as any shares of Series A Preferred Stock or Series B Preferred Stock are outstanding, the Company shall have been not be obligated to make any redemption payments under this Section 6.4 or contemporaneously are (i) authorizedotherwise in respect of the Series D Preferred Stock. Notwithstanding any contrary provision of this Agreement, declared from and paid or (ii) declared and a sum sufficient for after the payment thereof set apart for payment for all past Dividend Periods that have ended, date on which no shares of Series A Preferred Stock shall be redeemed pursuant to Section 6(c) unless all outstanding shares of or Series A B Preferred Stock are simultaneously redeemed; providedoutstanding, however, that the foregoing Company shall not prevent be obligated to make any redemption payments under this Section 6.4 or otherwise in respect of the purchase or acquisition by the Corporation of shares of Series A D Preferred Stock pursuant unless due provision can be made for the full amount of any dividend or liquidation preference or redemption payment (if any) payable to Article VI of the Charter (or any successor provision thereof) in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the which holders of all outstanding shares of Series A Preferred Stockany Senior Stock may be entitled under the Articles. In addition, unless full cumulative dividends on all notwithstanding anything to the contrary in this Agreement, (i) so long as any amounts are outstanding shares under any Other Documents (as defined below) or any commitments to lend under the Other Documents have not been terminated, the Company shall not make payment in respect of any redemption permitted or otherwise required by this Section 6.4 to the extent that the making of such payment would breach, conflict with, or result in any violation of or default or event of default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in the Series A D Preferred Stock have been or contemporaneously are declared constituting "Disqualified Stock" as defined under, any provision of the Other Documents; and paid or declared and a sum sufficient for (ii) so long as any amount is outstanding under the payment thereof set apart for payment for all past Dividend PeriodsIndenture, the Corporation Company shall not purchase make payment in respect of any redemption permitted or otherwise acquire, directly or indirectly, any shares required by this Section 6.4 until after the Company has complied with the provisions of Series A Preferred Stock (except by conversion into or exchange for stock Sections 4.06 and 4.09 of the Corporation ranking junior Indenture, it being understood and agreed that if any event or series of events constituting a Change of Control hereunder shall not also constitute a "Change of Control" under the Indenture, such event or series of events shall be deemed not to the Series A Preferred Stock with respect to the payment constitute a Change of dividends Control hereunder and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation); provided, however, that the foregoing Company shall not prevent the purchase be obligated to make any redemption payments under this Section 6.4 or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to Article VI of the Charter (or any successor provision thereof) otherwise in order to preserve the qualification of the Corporation as a REIT for federal and/or state income tax purposes, or the purchase or acquisition by the Corporation of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to the holders of all outstanding shares of Series A Preferred Stock. So long as no dividends are in arrears and subject to the limitations set forth in the Charter (including these terms respect of the Series A D Preferred StockStock in connection therewith. "OTHER DOCUMENTS" means (i) the Amended and Restated Loan and Security Agreement, dated as of March 6, 2000, between and among the Company and the subsidiaries of the Company party thereto, as borrowers, the financial institutions party thereto (the "LENDERS") and Fleet Capital Corporation, as Administrative Agent (the "ADMINISTRATIVE AGENT"), (ii) the Corporation shall be entitled at any time Indenture, dated as of December 1, 1998, between and among the Company, the Subsidiary Guarantors party thereto and First Union National Bank, as Trustee (the "INDENTURE"), (iii) all notes, mortgages, security documents, guaranties and other agreements, documents and instruments entered into in connection therewith, in each case, as extended, amended, modified, supplemented and/or restated from time to time to repurchase shares in accordance with its terms, including any replacement agreement for any thereof and any refinancing of Series A Preferred Stock the debt incurred under any thereof, which refinancing may result in open-market transactions, by tender or by private agreement, a greater principal amount outstanding in each case as duly authorized connection therewith. Any determination made by the Board of Directors Directors, in its sole judgment, that the making of any payment pursuant to this Section 6.4 would breach, conflict with, or result in any violation of or default or event of default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries under, or result in the Series D Preferred Stock constituting "Disqualified Stock" as defined under, any of the Other Documents, shall be conclusive and effected in compliance with applicable lawsbinding on the Company and all holders of Series D Preferred Stock.