Common use of Redemption at the Option of the Company Clause in Contracts

Redemption at the Option of the Company. (i) At any time after the fifth anniversary of the Series A Original Issuance Date, the Company, at its option and election, may redeem (out of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemption.

Redemption at the Option of the Company. (ia) At any The Series A-1 Increasing Rate Preferred Shares may be redeemed at the option of the Company by resolution of its Board of Trustees, in whole or from time after to time in part, subject to the fifth anniversary limitations set forth below, at the redemption price per share of One Thousand Dollars ($1,000) (the "Call Price"), plus, in each case, all distributions accrued and unpaid on the shares of the Series A Original Issuance DateA-1 Increasing Rate Preferred Shares up to the date of such redemption, the Company, at its option and election, may redeem upon giving notice as provided below: (out of funds legally available thereforb) any or If fewer than all of the outstanding Series A-1 Increasing Rate Preferred Shares are to be redeemed, the shares to be redeemed shall be determined pro rata unless the holders of more than 50% of the then outstanding Series A-1 Increasing rate Preferred Shares agree to another manner of selection reasonably acceptable to the Board of Trustees. In the event that such redemption is to be by lot, if as a result of such redemption any holder of Series A A-1 Increasing Rate Preferred Stock at Shares (an "Excess Holder") would become a holder of in excess of 75% of the Redemption Price; provided that lesser of the number or the value of the total Series A-1 Increasing Rate Preferred Shares outstanding because such Excess Holder's Series A-1 Increasing Rate Preferred Shares were not redeemed, or were only redeemed in part, then the Company shall either, at its election (i) redeem the requisite number of Series A-1 Increasing Rate Preferred Shares of such Excess Holder or (ii) redeem a fewer number of Series A-1 Increasing Rate Preferred Shares from other shareholders of Series A-1 Increasing Rate Preferred Shares, as determined by and in the sole discretion of the Board of Trustees, such that such Excess Holder will not hold in excess of 75% of the lesser of the number or the value of the total Series A-1 Increasing Rate Preferred Shares outstanding subsequent to such redemption, unless the Excess Holder is a Preferred Excepted Person (as defined in Section 14.2(e) hereof), in which event the Company shall have the right option to redeem any shares or not redeem, as described above, such requisite number of Series A A-1 Increasing Rate Preferred Stock pursuant to this SECTION 6(b) unless at Shares, as determined in the time sole discretion of the mailing Board of Trustees. (c) At least 30 days but not more than 90 days prior to the notice of redemption, either (x) date fixed for the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion redemption of the Series A A-1 Increasing Rate Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If Shares, the Company elects shall mail a written notice to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders each holder of record of the Series A A-1 Increasing Rate Preferred Stock Shares to be redeemed in a postage prepaid envelope addressed to such holder at his address as they appear in shown on the records of the Company as Company, notifying such holder of the date election of such notice. Each notice must state the following: (A) the Company to redeem such shares, stating the date fixed for redemption thereof (the "Redemption Date; (B) "), the redemption price, the number of shares to be redeemed (and, if fewer than all the Series A-1 Increasing Rate Preferred Shares are to be redeemed; (C, the number of shares to be redeemed from such holder) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of place(s) where the place to where, the Series A Preferred Stock certificate(s) representing such shares are to be surrendered for payment. On or after the Redemption Date each holder of the Series A-1 Increasing Rate Preferred Shares to be redeemed shall present and surrender his certificate or certificates for such shares to the Company at the place designated in such notice and thereupon the Call Price of such shares and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event that fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date (unless default shall be made by the Company in payment of the Call Price and all accrued and unpaid distributions up to the Redemption Price; Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof), all distributions on the Series A-1 Increasing Rate Preferred Shares designated for redemption in such notice shall cease to accrue, and all rights of the holders thereof as shareholders of the Company, except the right to receive the Call Price of such shares upon the surrender of certificates representing the same and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof, shall cease and terminate and such shares shall not thereafter be transferred (Eexcept with the consent of the Company) that Dividendson the books of the Company, if anyand such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company prior to the Redemption Date may irrevocably deposit the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof of the Series A-1 Increasing Rate Preferred Shares so called for redemption in trust for the holders thereof with a bank or trust company (having a capital surplus and undivided profits aggregating not less than $50,000,000) in the City of Philadelphia, Commonwealth of Pennsylvania, or Borough of Manhattan, City and State of New York, or in any city in which the Company at the time shall maintain a transfer agency with respect to such shares, in which case the aforesaid notice to holders of the Series A-1 Increasing Rate Preferred Shares to be redeemed shall state the date of such deposit, shall specify the office of such bank or trust company as the place of payment of the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof, and shall call upon such holders to surrender the certificates representing such shares at such place on or after the date fixed in such redemption notice (which shall not be later than the Redemption Date) against payment of the Call Price and all accrued and unpaid distributions up to the Redemption Date pro rated in the manner provided for in the second paragraph of Section 14.1(b) hereof). Any interest accrued on such funds shall be paid to the Company from time to time. Any moneys so deposited which shall remain unclaimed by the holders of the Series A-1 Increasing Rate Preferred Shares at the end of two years after the Redemption Date shall be returned by such bank or trust company to the Company. If a notice of redemption has been given pursuant to this Section 14.3 and any holder of Series A-1 Increasing Rate Preferred Shares shall, prior to the close of business on the last business day preceding the Redemption Date, give written notice to the Company pursuant to Section 14.6 below of the conversion of any or all of the shares to be redeemed will cease held by such holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to accrue the Company, and any necessary transfer tax payment, as required by Section 14.6 below), then such redemption shall not become effective as to such shares to be converted, such conversion shall become effective as provided in Section 14.6 below and any moneys set aside by the Company for the redemption of such shares of converted Series A-1 Increasing Rate Preferred Shares shall revert to the general funds of the Company. Notwithstanding the foregoing, unless full cumulative distributions on such Company Redemption Date provided that the Redemption Price shall all outstanding Series A-1 Increasing Rate Preferred Shares have been paid on or before the Company Redemption Date. (iii) If Date for all past distribution periods and the Company has elected to redeem less than then current distribution period, no Series A-1 Increasing Rate Preferred Shares shall be redeemed unless all outstanding Series A-1 Increasing Rate Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A A-1 Increasing Rate Preferred Stock Shares pursuant to this SECTION 6(b), a purchase or exchange offer made on the Company shall select the shares same terms to holders of all outstanding Series A A-1 Increasing Rate Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriateShares. The Company shall make such selection from not purchase or otherwise acquire directly or indirectly any Series A-1 Increasing Rate Preferred Shares or any shares of beneficial interest of the Company ranking junior to the Series A A-1 Increasing Rate Preferred Stock Shares as to distribution rights and the liquidation preference (except by conversion into or exchange for shares of beneficial interest of the Company ranking junior to the Series A-1 Increasing Rate Preferred Shares as to distribution rights or the liquidation preference), unless full cumulative distributions on all outstanding Series A-1 Increasing Rate Preferred Shares have been paid or declared and a sum sufficient for the payment thereof on the next distribution date set apart in trust for payment for all past distribution periods and the then outstanding current distribution period. (d) The Series A-1 Increasing Rate Preferred Shares redeemed, repurchased or retired pursuant to the provisions of this Section 14.3 or surrendered to the Company upon conversion shall thereupon be retired and may not already to be redeemed by virtue reissued as Series A-1 Increasing Rate Preferred Shares but shall thereafter have the status of having been previously called for redemptionauthorized but unissued shares of beneficial interest.

Redemption at the Option of the Company. (i) At any time on or after the fifth six (6)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, at its option and electionin whole or, may redeem (out of funds legally available therefor) any or all of from time to time in part, the outstanding shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the Redemption Price; provided that the Company shall not have the right to redeem any shares sum of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 Liquidation Preference of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date, multiplied by lot(B) (1) if the Redemption Date occurs at any time on or after the six (6)-year anniversary of the Original Issuance Date and prior to the seven (7)-year anniversary of the Original Issuance Date, 105%, or (2) if the Redemption Date occurs at any time on a pro rata basis or in accordance with any other method after the seven (7)-year anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company considers fair and appropriatewill not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Company Redemption Price shall make such selection from be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and not already the Transfer Agent at least ten (10) days prior to the date designated therein for such redemption (the “Company Redemption Date”). The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock specified to be redeemed by virtue the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of having Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) From and after the Company Redemption Date, with respect to any share of Series A Preferred Stock specified to be redeemed by the Company and which has been previously called redeemed in accordance with the provisions of this Section 10(a), or for redemptionwhich the Company has deposited an amount equal to the Redemption Price in respect of such share with the Transfer Agent, then (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. Notwithstanding the preceding sentence, if the Company Redemption Date occurs after the record date for a Participating Dividend but prior to the corresponding payment date for such Participating Dividend, the Holder as of such record date of any shares of Series A Preferred Stock to be redeemed shall be entitled to receive such Participating Dividend, notwithstanding the redemption of such shares prior to the applicable payment date for such Participating Dividend.

Redemption at the Option of the Company. (i) At any time on or after the fifth five (5)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, at its option and electionin whole but not in part, may redeem (out of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the Redemption Price; provided that the Company shall not have the right to redeem any shares sum of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 Liquidation Preference (for the avoidance of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i)doubt, the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear reflecting increases in the records amount of the Company as Compounded Dividends) of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance plus (y) an amount equal to the Accrued Dividends with any other method the Company considers fair and appropriate. The Company shall make respect to such selection from shares of Series A Preferred Stock then outstanding and as of the applicable Redemption Date (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time prior to the seventh (7th) anniversary of the Original Issuance Date, 105% or, (2) if the Redemption Date occurs at any time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”); provided that, the Company may not already deliver a Notice of Company Redemption (as defined below) if the Current Market Price of the Company Common Stock on the applicable date exceeds the Conversion Price unless a Shelf Registration Statement that is required to be redeemed by virtue effective on such date shall be effective on such date with respect to the applicable Holder. Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of having been previously Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Redemption Price shall be payable in cash. Notwithstanding the foregoing, if any Holder has informed the Company in writing prior to any applicable Redemption Date that it desires to convert the shares of Series A Preferred Stock subject to a Notice of Company Redemption, but has not obtained or will not obtain any required approval under the HSR Act to hold the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock that are subject to Mandatory Conversion would be converted, such shares of Series A Preferred Stock shall be deemed Affected Shares for all purposes hereof from and after such Redemption Date and, subject to the last proviso of this sentence, shall not be redeemed under this Section 10; provided that within a reasonable period of time after obtaining such approval under the HSR Act (if such approval is sought by such Holder), such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Redemption Date); and provided, further, that if such shares are not so converted within six months after the applicable Redemption Date, such Affected Shares shall be again be subject to redemption under this Section 10 at the then applicable Redemption Price (based on the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) and Accrued Dividends of the applicable shares of Series A Preferred Stock as of the applicable initial Redemption Date upon which such shares became Affected Shares) and such Holder shall not have the right to further delay such redemption. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the Redemption Date designated therein for such redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith.

Redemption at the Option of the Company. (ia) At The Company, at its option, may redeem the Series E Preferred Shares, in whole or in part, at any time after or from time to time, for cash at a redemption price of Two Thousand Five Hundred Dollars ($2,500.00) per Series E Preferred Share, plus the fifth anniversary of the Series A Original Issuance Date, amounts indicated in Section 6(b). If the Company, at its option and electionany time, may redeem (out of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects chooses to redeem the Series A E Preferred Stock pursuant to SECTION 6(b)(i)Shares, in part and not in whole, the “Company Redemption Date” shall be may not redeem in the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor aggregate more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record 60,000 of the Series A E Preferred Stock as they appear in the records Shares without redeeming all of the Series E Preferred Shares that are then outstanding. (b) Upon any redemption of the Series E Preferred Shares pursuant to this Section 6, the Company as of shall pay all accrued and unpaid dividends, if any, thereon ending on or prior to the date of such redemption (the “Call Date”), without interest. If the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series E Preferred Shares at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided above, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series E Preferred Shares called for redemption. (c) If full cumulative dividends on the Series E Preferred Shares and any class or series of Parity Shares of the Company have not been declared and paid or declared and set apart for payment, the Series E Preferred Shares or Parity Shares may not be redeemed under this Section 6 in part and the Company may not purchase or otherwise acquire any Series E Preferred Shares or any Parity Shares, otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of Series E Preferred Shares or Parity Shares, as the case may be; provided, however, that the foregoing shall not prevent the redemption, purchase or acquisition of Series E Preferred Shares by the Company in accordance with the terms of Article VI of the Charter or otherwise in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes. (d) Notice of the redemption of any Series E Preferred Shares under this Section 6 shall be given by the Company by first-class mail, postage prepaid, by the registrar to each holder of record of Series E Preferred Shares to be redeemed at the address of each such holder as shown on the share transfer books of the Company, not less than 30 nor more than 60 days prior to the Call Date, or by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the Call Date. No failure to give any notice required by this Section 6(d), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each notice must state the followingshall state: (Ai) the Company Redemption Call Date; , (Bii) the number of Series E Preferred Shares to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed; redeemed from such holder, (Ciii) the Redemption Price as of the Company Redemption Date redemption price per share, (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (Div) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock or places at which certificates for such shares are to be surrendered for payment of the Redemption Price; redemption price, and (Ev) that Dividends, if any, dividends on the shares to be redeemed will shall cease to accrue on such Company Redemption Date provided that Call Date. Notice having been given as aforesaid, from and after the Redemption Price shall have been paid Call Date, (1) dividends on the Series E Preferred Shares so called for redemption shall cease to accrue, (2) such Series E Preferred Shares shall no longer be deemed to be outstanding, and (3) all rights of the holders thereof as holders of Series E Preferred Shares of the Company Redemption Date(except the right to receive the cash redemption price payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon) shall cease and terminate and such shares shall not thereafter be transferred (except with the consent of the Company) on the Company’s books. (iiie) On or before the Call Date, the Company may elect to deposit with a bank or trust company (which may be an affiliate of the Company) or an affiliate of a bank or trust company, the amount of cash necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series E Preferred Shares so called for redemption. No interest shall accrue for the benefit of the holders of Series E Preferred Shares to be redeemed on any cash so set aside by the Company. If the Company has elected elects to redeem less so deposit the cash necessary for the redemption of the called Series E Preferred Shares, any notice to the holders of Series E Preferred Shares called for redemption required by this Section 6(e) shall (x) specify the office of such bank or trust company as the place of payment of the redemption price and (y) call upon such holders to surrender the share certificates representing such shares at such place on or about the date fixed in such notice (which shall not be later than the Call Date) against payment of the redemption price (including all accrued and unpaid dividends up to the Call Date). Subject to applicable escheat laws, any cash so deposited which remains unclaimed at the end of two years from the Call Date shall revert to the general funds of the Company, after which reversion, again subject to applicable escheat laws, the holders of such shares so called for redemption shall look only to the general funds of the Company for the payment of such cash. As promptly as practicable after the surrender in accordance with said notice of the certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and if the notice shall so state), such shares shall be exchanged for any cash (without interest thereon) for which such shares have been redeemed. If fewer than all the outstanding Series E Preferred Shares are to be redeemed, the shares to be redeemed shall be determined pro rata (as nearly as practicable without creating fractional shares) or by lot or in such other equitable manner as prescribed by the Company’s Board of Trustees in its sole discretion to be equitable. If fewer than all the Series A E Preferred Stock pursuant Shares represented by any certificate are redeemed, then new certificates representing the unredeemed shares shall be issued without cost to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionholder thereof.

Redemption at the Option of the Company. (i) At any time after The 2024 Notes will be subject to redemption at the fifth anniversary option of the Series A Original Issuance Date, the Company, at its option and electionany time in whole or from time to time in part, may redeem (out of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days days’ notice transmitted to each Holder of 2024 Notes to be redeemed as shown in the Security Register. If the 2024 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2024 Notes (or portion of such 2024 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the 2024 Notes Make-Whole Amount, if any; provided, however, that if the 2024 Notes are redeemed on or after the 2024 Par Call Date, the redemption price will equal 100% of the principal amount of the 2024 Notes (or portion of such 2024 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on a 2024 Notes Interest Payment Date which occurs on or prior to the Company Redemption Date, addressed a redemption date to the holders of record Holders of the Series A Preferred Stock as they appear in the records of the Company 2024 Notes as of the date close of business on the 2024 Notes Regular Record Date immediately preceding such 2024 Notes Interest Payment Date. (ii) The 2029 Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2029 Notes to be redeemed as shown in the Security Register. If the 2029 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2029 Notes (or portion of such notice. Each notice must state 2029 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the following: redemption date and (Aii) the 2029 Notes Make-Whole Amount, if any; provided, however, that if the 2029 Notes are redeemed on or after the 2029 Par Call Date, the redemption price will equal 100% of the principal amount of the 2029 Notes (or portion of such 2029 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company Redemption Date; (B) will pay any interest installment due on a 2029 Notes Interest Payment Date which occurs on or prior to a redemption date to the number Holders of shares to be redeemed; (C) the Redemption Price 2029 Notes as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as close of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, business on the shares to be redeemed will cease to accrue on 2029 Notes Regular Record Date immediately preceding such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption 2029 Notes Interest Payment Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares calculate the redemption price for each of Series A Preferred Stock then outstanding the 2024 Notes and not already to be redeemed by virtue of having been previously called for redemptionthe 2029 Notes.

Redemption at the Option of the Company. (i) At any time on or after the fifth five (5)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, at its option and electionin whole or from time to time in part, may redeem (out of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to the Redemption Price; provided that the Company shall not have the right to redeem any shares sum of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 Liquidation Preference (for the avoidance of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i)doubt, the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear reflecting increases in the records amount of the Company as Compounded Dividends) of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lotplus (y) an amount equal to the Accrued Dividends with respect to such shares of Series A Preferred Stock up to, on a pro rata basis or in accordance with any other method but not including, the applicable Redemption Date (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company considers fair and appropriatewill not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Company Redemption Price shall make such selection from be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding and not already are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by virtue such Holder relative to the total number of having been previously called shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) Business Days prior to the Redemption Date designated therein for such redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series A Preferred Stock; provided, however, for the avoidance of doubt, any failure by the Holder to surrender such Xxxxxx’s certificates representing the shares of Series A Preferred Stock to be redeemed shall not delay the associated redemption and the redemption shall be deemed to occur automatically on the Redemption Date upon the transfer of the Redemption Price of the shares of Series A Preferred Stock then-held by such Holder to such Holder. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Xxxxxx has complied with such instructions in accordance herewith.

Redemption at the Option of the Company. (ia) At any time after The Company shall have the fifth anniversary of the Series A Original Issuance Date, the Companyright, at its sole option and election, may to redeem (out of funds legally available therefor) any in cash in whole or all of in part the outstanding shares of Class A, Series A Preferred Stock at any time at a price per share equal to the Redemption Price; provided that Price (as defined in Section 5(d) hereof). The Company shall exercise such right by giving not less than sixty (60) business days prior written notice of the date of redemption (any such redemption date, a “Company Optional Redemption Date”). (b) A notice shall be mailed to each holder of shares of Class A, Series A Preferred Stock to be redeemed at such holder's address as it appears on the transfer books of the Company. In order to facilitate the redemption of shares of Class A, Series A Preferred Stock, the Board may fix. a record date for the determination of shares of Class A, Series A Preferred Stock to be redeemed, or may cause the transfer books of the Company for the Class A, Series A Preferred Stock to be closed prior to the date fixed for such redemption. Each holder of shares of Class A, Series A Preferred Stock shall deliver the certificate representing such shares within 10 business days after receipt of such notice or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall not so request, evidence that such holder shall have posted a bond satisfactory to the right Company in its reasonable judgment. (c) Nothing set forth in this Section 5 shall be interpreted to redeem any limit or otherwise modify the rights of the holders of shares of Class A, Series A Preferred Stock to convert such shares into Common Stock as contemplated by Section 4 at any time prior to the actual redemption of such shares of Class A, Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemptionSection 5; provided, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon however, that any holder exercising such conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver rights must make a notice of redemption Conversion Demand not less than 15 nor more than 30 Business Days five business days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Optional Redemption Date. (iiid) If On the Company has elected Optional Redemption Date: (i) the Company shall pay to redeem less than all each holder of shares of Class A, Series A Preferred Stock (e) From and after a Company Optional Redemption Date: (i) the shares of Class A, Series A Preferred Stock pursuant redeemed on such Company Optional Redemption Date shall no longer be deemed outstanding; (ii) the rights to this SECTION 6(b), receive dividends thereon shall cease to accrue; and (iii) all rights of the Company shall select the holders of shares of Class A, Series A Preferred Stock so redeemed to be redeemed by lotreceive any amounts in respect of any liquidation, on a pro rata basis dissolution, winding up or in accordance with any other method otherwise shall cease and terminate, excepting only the Company considers fair and appropriate. The Company shall make right to receive the Redemption Price for each such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionshare, without interest.

Redemption at the Option of the Company. (i) At The Series B Preferred Stock may be redeemed in whole, but not in part, for cash at any time after the fifth fourth anniversary of the Series A Original Issuance Date, at the option of the Company, at its option and election, may redeem (out upon giving notice of funds legally available therefor) any or all of the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock redemption pursuant to this SECTION 6(b) unless Section 10(a)(ii), at a redemption price per share equal to the time product of the mailing of the notice of redemption, either (xA) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion Liquidation Preference per share of the Series A B Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may to be sold by all holders redeemed as of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitationapplicable Redemption Date multiplied by (B) 1.50. (ii) If the Company elects to redeem the Notice of every redemption of shares of Series A B Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” Section 10(a)(i) shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Datemailed, postage prepaid, addressed to the holders Holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Company, or given by electronic communication in compliance with the provisions of the Texas Business Organizations Code. Such mailing or electronic transmission shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice made as provided in this Section 10(a) shall be conclusively presumed to have been duly given upon such mailing or electronic transmission, whether or not the Holder receives such notice, but failure duly to give such notice as provided in this Section 10(a), or any defect in such notice or in the mailing or electronic transmission thereof, to any Holder of shares of Series A B Preferred Stock as they appear in designated for redemption shall not affect the records validity of the Company as proceedings for the redemption of the date any other shares of such noticeSeries B Preferred Stock. Each notice must state the followingof redemption given to a Holder shall state: (A1) the Company Redemption Dateredemption date; (B2) the number of shares of the Series B Preferred Stock to be redeemed and, if less than all the shares held by such Holder are to be redeemed, the number of such shares to be redeemed from such Holder; (C3) the Redemption Price as of the Company Redemption Date redemption price; and (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D4) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Dateredemption price. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemption.

Redemption at the Option of the Company. (iA) At If at any time, and from time to time, so long as the Equity Conditions shall have been satisfied or waived in writing by the Required Holders from and including the Optional Redemption Notice Date (as defined below) through and including the Optional Redemption Date (as defined below), from and after (1) the fifth second (2nd) anniversary of the Series A Original Initial Issuance Date (the “First Optional Redemption Eligibility Date”), the Company shall have the right, on one (1) occasion only, to redeem up to fifty percent (50%) of the Preferred Shares then outstanding (the “First Optional Redemption Amount”) and (2) the fifth (5th) anniversary of the Initial Issuance Date (the “Second Optional Redemption Eligibility Date” and with the First Optional Redemption Eligibility Date, an “Optional Redemption Eligibility Date”) the CompanyCompany shall have the right, to redeem all, but not less than all, of the Preferred Shares then outstanding (the “Second Optional Redemption Amount” and with the First Optional Redemption Amount, an “Optional Redemption Amount”), in each case as designated in the Optional Redemption Notice, as of the applicable Optional Redemption Date (an “Optional Redemption”). The Preferred Shares subject to redemption pursuant to this Section 2(d)(vii) shall be redeemed by the Company in cash at a price equal to the 115% of the Conversion Amount for the Preferred Shares being redeemed (the “Optional Redemption Price”). The Company may exercise its option right to require redemption under this Section 2(d)(vii) by delivering a written notice thereof by facsimile and electionovernight courier to all, may redeem but not less than all, of the Holders at the address shown in the Preferred Share register (out of funds legally available therefor) any or the “Optional Redemption Notice” and the date all of the outstanding shares of Series A Preferred Stock at the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the Holders received such notice of redemption, either (x) the shelf registration statement is referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), as the “Company Optional Redemption Notice Date” ”) and each Optional Redemption Notice shall be irrevocable. The Optional Redemption Notice shall state (1) the date on which the Company elects to consummate such redemption. The Company Optional Redemption shall deliver a notice of redemption occur (the “Optional Redemption Date”) which date shall be not less than 15 five (5) Trading Days nor more than 30 Business thirty (30) Trading Days after the Optional Redemption Notice Date and (2) with respect to the Optional Redemptions prior to the Company Second Optional Redemption Eligibility Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the aggregate number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If Shares which the Company has elected to redeem less than be subject to Optional Redemption from all of the Series A Holders of the Preferred Shares pursuant to this Section 2(d)(vii) on the Optional Redemption Date. Notwithstanding anything to the contrary in this Section 2(d)(vii), until the applicable Optional Redemption Price is paid, in full, the number of Preferred Shares subject to redemption hereunder may be converted, in whole or in part, by the Holders into shares of Common Stock pursuant to this SECTION 6(bSection 2(b), . All Preferred Shares converted by the Company Holder after the Optional Redemption Notice Date shall select reduce the shares of Series A Preferred Stock Optional Redemption Amount required to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionOptional Redemption Date.

Redemption at the Option of the Company. (i) At any time on or after the fifth five (5)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, at its option and electionin whole or, may redeem (out of funds legally available therefor) any or all of from time to time in part, the outstanding shares of Series A B Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the Redemption Price; provided that sum of (x) the Company shall not have Liquidation Preference of the right to redeem any shares of Series A B Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series B Preferred Stock as of the applicable Redemption Date (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time on or after the fifth (5th) anniversary of the Original Issuance Date and prior to the sixth (6th) anniversary of the Original Issuance Date, 107%, (2) if the Redemption Date occurs at any time on or after the sixth (6th) anniversary of the Original Issuance Date and prior to the seventh (7th) anniversary of the Original Issuance Date, 105%, or (3) if the Redemption Date occurs at any time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series B Preferred Stock pursuant to this SECTION 6(b) Section 10 unless at the time Company has sufficient funds legally available to fully pay the Redemption Price in respect of the mailing all shares of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A B Preferred Stock or (y) called for redemption. The Redemption Price shall be payable in cash. If fewer than all of the shares of Common Stock for which the Series A B Preferred Stock then outstanding are convertible into may to be sold by redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all holders Holders based on the total number of the shares of Series A B Preferred Stock under Rule 144 under then held by such Holder relative to the Securities Act without volume or other limitationtotal number of shares of Series B Preferred Stock then outstanding. (ii) If To exercise the Company elects to redeem the Series A Preferred Stock Redemption Right pursuant to SECTION 6(b)(ithis Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the Redemption Date designated therein for such redemption. The Notice of Company Redemption Date” shall contain instructions whereby Holders will surrender to the Transfer Agent all shares of Series B Preferred Stock specified in the Notice of Company Redemption to be redeemed by the date on which the Company elects to consummate such redemptionCompany. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares or cause to be redeemed; (C) delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A B Preferred Stock to be redeemed by lot, on a pro rata basis or in respect of which such Holder has complied with such instructions in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionherewith.

Redemption at the Option of the Company. (i) At any time on or after the fifth five (5)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, at its option and electionratably, may redeem (out of funds legally available therefor) any or all of in whole or, from time to time in part, the outstanding shares of Series A Preferred Stock of any Holder outstanding at such time at a redemption price equal to (A) the Redemption Price; provided that the Company shall not have the right to redeem any shares sum of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 Liquidation Preference of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed plus (y) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date (such price, the “Base Redemption Price”), multiplied by lot(B) (1) if the Redemption Date occurs at any time on or after the fifth (5th) anniversary of the Original Issuance Date and prior to the sixth (6th) anniversary of the Original Issuance Date, 105%, (2) if the Redemption Date occurs at any time on a pro rata basis or in accordance with after the sixth (6th) anniversary of the Original Issuance Date and prior to the seventh (7th) anniversary of the Original Issuance Date, 102%, or (3) if the Redemption Date occurs at any other method time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”). Notwithstanding the foregoing, the Company considers fair and appropriatewill not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption, in respect of the redemption of any Series A Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Series A Preferred Stock called for redemption. The Company Redemption Price shall make such selection from be payable in cash. If fewer than all of the shares of Series A Preferred Stock then outstanding are to be redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders based on the total number of shares of Series A Preferred Stock then held by such Holder relative to the total number of shares of Series A Preferred Stock then outstanding. (ii) To exercise the Company Redemption Right pursuant to this Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and not already the Transfer Agent at least ten (10) days prior to the Redemption Date designated therein for such redemption. The Notice of Company Redemption shall contain instructions whereby Holders will surrender to the Transfer Agent certificates (if any) representing all shares of Series A Preferred Stock specified in the Notice of Company Redemption to be redeemed by virtue the Company. The Company shall deliver or cause to be delivered to each Holder that has complied with the instructions set forth in such Notice of having been previously called for redemptionCompany Redemption, cash by wire transfer in an amount equal to the Redemption Price of the shares of Series A Preferred Stock in respect of which such Holder has complied with such instructions in accordance herewith. (iii) Prior to any Redemption, each Holder of outstanding shares of Series A Preferred Stock may, at such Holder’s election, effective prior to such Redemption on a date designated by the Holder, convert all or a portion of its shares of Series A Preferred Stock pursuant to Section 6(a).

Redemption at the Option of the Company. (ia) At any time after Subject to the fifth anniversary provisions of Article XI of the Series A Original Issuance DateIndenture, in the event of a Change of Control, other than a Change of Control that would arise because of the Separation, the Company, at its option and electionoption, may redeem (out of funds legally available therefor) all or any or all portion of the outstanding shares of Series A Preferred Stock Notes at a redemption price, plus accrued and unpaid interest to the Redemption Price; provided that the Company shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice date of redemption, either equal to the greater of (xi) the shelf registration statement referred to in Section 2.2 100% of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock their principal amount or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Yield plus 25 basis points. If the Company elects to exercise its option to redeem all or any portion of the Series A Preferred Stock pursuant Notes, it will notify the Trustee within 15 days of the change of control of its exercise, in full or in part, of such option, which shall be irrevocable, and of the Redemption Date. The date selected for the Redemption Date shall be at least 35 days after the date of the notification of the Trustee in the case of a redemption of all of the Notes, or at least 40 days after the date of the notification of the Trustee in the case of a partial redemption (unless shorter periods shall be satisfactory to SECTION 6(b)(ithe Trustee or unless longer periods are required by applicable book entry procedures of DTC), all as otherwise permitted or required by Article XI of the “Company Redemption Date” Indenture and by this First Supplemental Indenture. (b) For purposes of Section 5 of this First Supplemental Indenture, a "Change of Control" shall be deemed to have occurred if (a) any Person or group (within the meaning of Rule 13d-5 of the Securities and Exchange Commission as in effect on the date on which the Company elects to consummate such redemption. The Company hereof) other than Citizens or Citizens Newco shall deliver a notice own directly or indirectly, beneficially or of redemption not less than 15 nor record, shares representing 50% or more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in aggregate ordinary voting power represented by the records issued and outstanding capital stock of the Company; or (b) a majority of the seats (other than vacant seats) on the Board of Directors of the Company as of shall at any time have been occupied by Persons who were neither (i) nominated by the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as management of the Company Redemption Date nor (it being understood that ii) appointed by Directors so nominated, or (c) any Person or group other than Citizens or Citizens Newco shall otherwise directly or indirectly control the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriateCompany. The Company Separation shall make such selection from shares not constitute a Change of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionControl.

Redemption at the Option of the Company. This Debenture may not be redeemed or prepaid by the Company at its option except in accordance with the terms of this Section 5A. (i) At any time during the period ending 180 days after the fifth anniversary of the Series A Original Issuance DateSecond Closing Date ("Initial Redemption Period"), the CompanyCompany may, at its option and electionfor any reason, may redeem any part of this Debenture which is then outstanding, in whole but not in part, for cash at a redemption price equal to (out of funds legally available thereforx) any or all during the first 90 days of the outstanding shares Initial Redemption Period, 104% of Series A Preferred Stock at the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture, and (y) during the period from day 91 of the Initial Redemption PricePeriod through the end of the Initial Redemption Period, 108% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall not have funds legally available for such redemption and that the notice provisions of paragraph 5A(b)(i) have been complied with. (ii) If at any time during the period commencing 181 days after the Second Closing Date and ending, to the extent this Debenture remains outstanding, on the last day prior to the Maturity Date ("Special Redemption Period"), there may occur a transaction described in clause (i) of Paragraph 5, the Company shall have the right to redeem any shares part of Series A Preferred Stock pursuant this Debenture which shall remain outstanding on the effective date of such Paragraph 5 (i) transaction for cash at a redemption price equal to this SECTION 6(b) unless at the time 120% of the mailing then Outstanding Principal Amount of the notice of Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption, either that the notice provisions of paragraph 5A(b)(ii) have been complied with, and that the Holder may elect to convert all or any part of this Debenture prior to such redemption date at a conversion date market price equal to the lesser of (x) the shelf registration statement referred to in Section 2.2 Maximum Conversion Price or (y) 101% of the Registration Rights Agreement is effective and available for resales average of the two lowest closing bid prices of the Common Stock issuable upon conversion as reported by the Bloomberg Service for the sixty (60) trading days immediately preceding the date of the Series A Preferred Stock or (ypublic announcement by the Company of such Paragraph 5(i) transaction, which conversion may, at the shares of Common Stock for which Holder's option, be conditioned upon the Series A Preferred Stock are convertible into may be sold by all holders effectiveness of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitationParagraph 5(i) transaction. (iii) If Notice of the Company elects Company's intention to redeem this Debenture during the Series A Preferred Stock Initial Redemption Period pursuant to SECTION 6(b)(i)paragraph 5A(a)(i) above, the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption given not less than 15 nor more than 30 Business Days twenty (20) days prior to the Company Redemption Datedate of redemption of this Debenture by personal delivery or by facsimile, addressed followed by two-day courier to the holders Holder of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and this Debenture at the address of the Holder provided for such notices. Each such notice shall state: (I) a redemption date not less than twenty (20) days following the date of mailing of the notice; (II) the place to where, the Series A Preferred Stock are or places where this Debenture is to be surrendered for payment of the Redemption Priceredemption price; and (EIII) that Dividends, if any, interest on the shares to be redeemed this Debenture will cease to accrue on such Company Redemption Date provided redemption date; and (IV) that the Redemption Price shall have been paid on Holder may elect to convert such Debenture prior to such redemption date to the Company Redemption Dateextent otherwise convertible. (iiiii) If Notice of the Company's intention to redeem this Debenture during the Special Redemption Period pursuant to paragraph 5A(a)(ii) above, shall be given not less than sixty (60) days prior to the date of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at this address of the Holder provided for such notices. Such notice shall state: (I) the circumstances giving rise to the Company's redemption; (II) a redemption date not less than sixty (60) days following the date of mailing of the notice, which sixty (60) day period shall be extended by that number of days following the date of mailing the notice during which a Blocking Notice is in effect pursuant to Section 5A of the Registration Rights Agreement; (III) whether such redemption is conditioned on the effectiveness of the Paragraph 5 (i) transaction giving rise to the redemption right; (IV) the place or places where and the date on which this Debenture is to be surrendered for payment of the redemption price; (V) that interest on the Debenture will cease to accrue on such redemption date; and (VI) that the Holder may elect to convert such Debenture on or prior to such redemption date pursuant to the special conversion terms specified in paragraph 5A(a)(ii), above. (c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Company has elected in providing money for the payment of the redemption price) interest on the Debenture so called for redemption shall cease to redeem less than all the Series A Preferred Stock pursuant to accrue. Upon surrender in accordance with such redemption notice of this SECTION 6(b)Debenture, the Company this Debenture shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionat the redemption price.

Redemption at the Option of the Company. (i) At The Series A Preferred Stock may be called for redemption, in whole or in part, at the option of the Company, at any time on or after the fifth (5th) anniversary of the date on which the Company issues the first share of Series A Preferred Stock, upon giving of notice of redemption as provided below, at a redemption price per share in cash equal to the sum of (1) the then applicable Liquidation Preference per share of the Series A Original Issuance DatePreferred Stock plus (2) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference from and including the immediately preceding Dividend Payment Date to but excluding the date of redemption (the “Redemption Amount”); provided, however, that the Company, at its option and election, may Company shall not be permitted to redeem (out of funds legally available therefor) any or less than all of the outstanding shares of Series A Preferred Stock at if such partial redemption would result in the Redemption Price; provided that Permitted Holders holding more than 0% and less than 5% of the Company shall not have Total Voting Power of the right to redeem any Company. Notice of every redemption of outstanding shares of Series A Preferred Stock pursuant to this SECTION 6(bSection 6(a) unless at the time of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Dategiven by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Company. Such mailing shall be made at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(a) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock as they appear in designated for redemption shall not affect the records validity of the Company as proceedings for the redemption of the date any other shares of such noticeSeries A Preferred Stock. Each notice must state the followingof redemption given to a holder shall state: (A1) the Company Redemption Dateredemption date; (B2) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by lotsuch holder are to be redeemed, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make number of such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue from such holder; (3) the Redemption Amount; and (4) the place or places where certificates for such shares are to be surrendered for payment of having been previously called for redemptionthe redemption price.

Redemption at the Option of the Company. This Debenture may not be redeemed or prepaid by the Company at its option except in accordance with the terms of this Section 5A. (i) At any time during the period ending 180 days after the fifth anniversary of the Series A Original Issuance DateFirst Closing Date ("Initial Redemption Period"), the CompanyCompany may, at its option and electionfor any reason, may redeem any part of this Debenture which is then outstanding, in whole but not in part, for cash at a redemption price equal to (out of funds legally available thereforx) any or all during the first 90 days of the outstanding shares Initial Redemption Period, 104% of Series A Preferred Stock at the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture, and (y) during the period from day 91 of the Initial Redemption PricePeriod through the end of the Initial Redemption Period, 108% of the then Outstanding Principal Amount of the Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall not have funds legally available for such redemption and that the notice provisions of paragraph 5A(b)(i) have been complied with. (ii) If at any time during the period commencing 181 days after the First Closing Date and ending, to the extent the Debenture remains outstanding, on the last day prior to the Maturity Date ("Special Redemption Period"), there may occur a transaction described in clause (i) of Paragraph 5, the Company shall have the right to redeem any shares part of Series A Preferred Stock pursuant this Debenture which shall remain outstanding on the effective date of such Paragraph 5 (i) transaction for cash at a redemption price equal to this SECTION 6(b) unless at the time 120% of the mailing then Outstanding Principal Amount of the notice of Debenture, plus accrued but unpaid interest on the Debenture; provided that the Company shall have funds legally available for such redemption, either that the notice provisions of paragraph 5A(b)(ii) have been complied with, and that the Holder may elect to convert all or any part of this Debenture prior to such redemption date at a conversion date market price equal to the lesser of (x) the shelf registration statement referred to in Section 2.2 Maximum Conversion Price or (y) 101% of the Registration Rights Agreement is effective and available for resales average of the two lowest closing bid prices of the Common Stock issuable upon conversion as reported by the Bloomberg Service for the sixty (60) trading days immediately preceding the date of the Series A Preferred Stock or (ypublic announcement by the Company of such Paragraph 5(i) transaction, which conversion may, at the shares of Common Stock for which Holder's option, be conditioned upon the Series A Preferred Stock are convertible into may be sold by all holders effectiveness of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitationParagraph 5(i) transaction. (iii) If Notice of the Company elects Company's intention to redeem this Debenture during the Series A Preferred Stock Initial Redemption Period pursuant to SECTION 6(b)(i)paragraph 5A(a)(i) above, the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption given not less than 15 nor more than 30 Business Days twenty (20) days prior to the Company Redemption Datedate of redemption of this Debenture by personal delivery or by facsimile, addressed followed by two-day courier to the holders Holder of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares to be redeemed; (C) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and this Debenture at the address of the Holder provided for such notices. Each such notice shall state: (I) a redemption date not less than twenty (20) days following the date of mailing of the notice; (II) the place to where, the Series A Preferred Stock are or places where this Debenture is to be surrendered for payment of the Redemption Priceredemption price; and (EIII) that Dividends, if any, interest on the shares to be redeemed this Debenture will cease to accrue on such Company Redemption Date provided redemption date; and (IV) that the Redemption Price shall have been paid on Holder may elect to convert such Debenture prior to such redemption date to the Company Redemption Dateextent otherwise convertible. (iiiii) If Notice of the Company's intention to redeem this Debenture during the Special Redemption Period pursuant to paragraph 5A(a)(ii) above, shall be given not less than sixty (60) days prior to the date of redemption of this Debenture by personal delivery or by facsimile, followed by two-day courier to the Holder of this Debenture at this address of the Holder provided for such notices. Such notice shall state: (I) the circumstances giving rise to the Company's redemption; (II) a redemption date not less than sixty (60) days following the date of mailing of the notice, which sixty (60) day period shall be extended by that number of days following the date of mailing the notice during which a Blocking Notice is in effect pursuant to Section 5A of the Registration Rights Agreement; (III) whether such redemption is conditioned on the effectiveness of the Paragraph 5 (i) transaction giving rise to the redemption right; (IV) the place or places where and the date on which this Debenture is to be surrendered for payment of the redemption price; (V) that interest on the Debenture will cease to accrue on such redemption date; and (VI) that the Holder may elect to convert such Debenture on or prior to such redemption date pursuant to the special conversion terms specified in paragraph 5A(a)(ii), above. (c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Company has elected in providing money for the payment of the redemption price) interest on the Debenture so called for redemption shall cease to redeem less than all the Series A Preferred Stock pursuant to accrue. Upon surrender in accordance with such redemption notice of this SECTION 6(b)Debenture, the Company this Debenture shall select the shares of Series A Preferred Stock to be redeemed by lot, on a pro rata basis or in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionat the redemption price.

Redemption at the Option of the Company. The Company shall have the right and option to redeem all of the Series Q Preferred Stock on the following terms and conditions: (ia) At The Series Q Preferred Stock is redeemable at the option of the Company at any time after the fifth anniversary of date on which the Series A Original Issuance Date, the Company, at its option and election, may redeem (registration statement has been declared effective out of funds legally available therefor) for redemptions. Immediately prior to authorizing or making any such redemption with respect to the Series Q Preferred Stock (and in no event later than the date specified for redemption in the redemption notice described below), the Company, by resolution of its Board of Directors, shall declare, or all be deemed to have declared, a dividend on the Series Q Preferred Stock to be redeemed, which shall be in an amount equal to any accrued, accumulated or earned and unpaid Series Q Dividends up to and including the date designated for such redemption (the “Redemption Date”). Redemption shall be made on the Redemption Date at a redemption price per share of Series Q Preferred Stock equal to 125 percent of the outstanding shares Stated Value thereof as of Series A Preferred Stock at the Redemption Date plus the amount in cash equal to all Series Q Dividends unpaid, accumulated, accrued or earned thereon and declared (or deemed declared) by the Board pursuant to the preceding sentence (the “Redemption Price; provided that the Company shall not have the right to redeem ”). (b) Notice of any shares of Series A Preferred Stock redemption pursuant to this SECTION 6(b) unless Section 4A shall be mailed at the time least 20 days in advance of the mailing of the notice of redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If the Company elects to redeem the Series A Preferred Stock pursuant to SECTION 6(b)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed Date to the holders of record of the Series A Q Preferred Stock as they appear at their respective addresses shown in the records of the Company as of the date of such noticeCompany. Each such notice must state the followingshall state: (Ai) the Company Redemption Date; (B) the number of shares to be redeemed; (Cii) the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date)per share; (Diii) the name place or places where certificates for such shares of the redemption agent to whom, and the address of the place to where, the Series A Q Preferred Stock are to be surrendered for payment of the Redemption Priceredemption price; and (Eiv) that Dividends, if any, dividends on the shares of Series Q Preferred Stock to be redeemed will cease to accrue on such Company Redemption Date provided that as of the Redemption Price shall have been paid on Date. To facilitate the Company redemption of the Series Q Preferred Stock, the Board of Directors may fix a record date for the determination of holders of Series Q Preferred Stock to be redeemed not more than 60 days prior to the Redemption Date. (c) On or before the Redemption Date, each holder of Series Q Preferred Stock shall surrender to the Company the certificates representing the shares redeemed, duly endorsed or assigned to the Company, and the holder shall thereafter be entitled to receive payment of the Redemption Price. In case fewer than the total number of Series Q Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed Series Q Preferred Stock shall be issued to the holder thereof without cost to such holder within 3 Business Days after surrender of the certificate representing the Series Q Preferred Stock. (d) On the Redemption Date and subject to the complete satisfaction by the Company of its obligations due to the holders of the Series Q Preferred Stock including without limitation the Company’s obligation to make in full the deposit described in Section 4A(e) below: (i) dividends on the Series Q Preferred Stock called for redemption shall cease to accrue; (ii) such shares of Series Q Preferred Stock shall be deemed no longer outstanding; and (iii) If all rights of such holder as a holder of Series Q Preferred Stock (except the right to receive from the Company has elected the Redemption Price payable upon surrender of certificates representing such shares of Series Q Preferred Stock), including the right to redeem less than all convert the Series A Q Preferred Stock, shall cease. Notwithstanding the delivery to any holder of Series Q Preferred Stock of a redemption notice described above, if, prior to the close of business on the Business Day preceding the Redemption Date, such holder gives written notice to the Company of its election to convert all of any part of such holder’s shares of Series Q Preferred Stock into shares of Common Stock, pursuant to this SECTION 6(bSection 5 below (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then such shares of Series Q Preferred Stock that were otherwise scheduled to be redeemed shall instead be converted into shares of Common Stock as provided in Section 5 hereof as of the Redemption Date. The Company shall select be prohibited from redeeming any holder’s Series Q Preferred Stock under this Section 4A at any time the holder is unable to convert such Series Q Preferred Stock under Section 5A into shares of Common Stock registered for immediate resale under the Securities Act and/or other applicable federal or state securities law, rules and regulations. (e) The Company shall, on or after any Redemption Date, deposit with its transfer agent or other redemption agent selected by the Board of Directors, as a trust fund, a sufficient sum to redeem, on the Redemption Date, the shares of Series A Q Preferred Stock then called for redemption, with instructions and authority to be redeemed by lot, such transfer agent or other redemption agent to pay the Redemption Price on a pro rata basis or in accordance with any other method after the Company considers fair and appropriate. The Company shall make such selection from Redemption Date upon receipt of certificates representing the shares of Series A Q Preferred Stock then outstanding being redeemed. Any funds so deposited and not already unclaimed at the end of two years from such Redemption Date shall be released or repaid to be redeemed by virtue the Company, after which the holders of having been previously the shares so called for redemptionredemption shall be entitled to receive payment of the Redemption Price only from the Company. Any interest accrued on any funds deposited shall belong to the Company, and shall be paid to it from time to time on demand. (f) So long as any Series Q Preferred Stock remains outstanding, neither the Company nor any Subsidiary shall redeem or otherwise acquire any Series Q Preferred Stock, except as expressly authorized in this Series Q Certificate of Designations. So long as any Series Q Preferred Stock remains outstanding, neither the Company nor any Subsidiary shall redeem or otherwise repurchase any Junior Capital Stock.

Redemption at the Option of the Company. (i) At any time on or after the fifth five (5)-year anniversary of the Series A Original Issuance Date, the CompanyCompany shall have the right (the “Company Redemption Right”) to redeem, in whole but not in part, the shares of Series B Preferred Stock of any Holder outstanding at its option and electionsuch time at a redemption price equal to (A) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) of the shares of Series B Preferred Stock to be redeemed plus (y) an amount equal to the Accrued Dividends with respect to such shares of Series B Preferred Stock as of the applicable Redemption Date (such price, the “Base Redemption Price”), multiplied by (B) (1) if the Redemption Date occurs at any time prior to the seventh (7th) anniversary of the Original Issuance Date, 105% or, (2) if the Redemption Date occurs at any time on or after the seventh (7th) anniversary of the Original Issuance Date, 100% (such price, the “Redemption Price”); provided that, the Company may redeem not deliver a Notice of Company Redemption (out as defined below) if the Current Market Price of the Common Stock on the applicable date exceeds the Conversion Price unless a Shelf Registration Statement that is required to be effective pursuant to the Registration Rights Agreement on such date shall be effective on such date with respect to the applicable Holder. Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a Notice of Company Redemption in respect of the redemption of, any Series B Preferred Stock pursuant to this Section 10 unless the Company has sufficient funds legally available therefor) any or to fully pay the Redemption Price in respect of all of the outstanding shares of Series A B Preferred Stock at called for redemption. The Redemption Price shall be payable in cash. Notwithstanding the foregoing, if any Holder has informed the Company in writing prior to any applicable Redemption PriceDate that it desires to convert the shares of Series B Preferred Stock subject to a Notice of Company Redemption, but has not obtained or will not obtain (I) any required approval under the HSR Act or (II) any Required Regulatory Approvals, as applicable, to hold the number of shares of Common Stock into which such Holder’s shares of Series B Preferred Stock that are subject to Mandatory Conversion would be converted, such shares of Series B Preferred Stock shall be deemed Affected Shares for all purposes hereof from and after such Redemption Date and, subject to the last proviso of this sentence, shall not be redeemed under this Section 10; provided that within a reasonable period of time after obtaining such (I) approval under the Company HSR Act or (II) Required Regulatory Approvals (in each case, if such approval is sought by such Holder), as applicable, such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Redemption Date); and provided, further, that if such shares are not so converted within six months after the applicable Redemption Date, such Affected Shares shall be again be subject to redemption under this Section 10 at the then applicable Redemption Price (based on the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) and Accrued Dividends of the applicable shares of Series B Preferred Stock as of the applicable initial Redemption Date upon which such shares became Affected Shares) and such Holder shall not have the right to redeem any shares of Series A Preferred Stock pursuant to this SECTION 6(b) unless at the time of the mailing of the notice of further delay such redemption, either (x) the shelf registration statement referred to in Section 2.2 of the Registration Rights Agreement is effective and available for resales of the Common Stock issuable upon conversion of the Series A Preferred Stock or (y) the shares of Common Stock for which the Series A Preferred Stock are convertible into may be sold by all holders of the Series A Preferred Stock under Rule 144 under the Securities Act without volume or other limitation. (ii) If To exercise the Company elects to redeem the Series A Preferred Stock Redemption Right pursuant to SECTION 6(b)(ithis Section 10(a), the Company shall deliver written notice thereof (a “Notice of Company Redemption”) to the Holders and the Transfer Agent at least ten (10) days prior to the Redemption Date designated therein for such redemption. The Notice of Company Redemption Date” shall be contain instructions whereby Holders will surrender to the date on which the Company elects to consummate such redemptionTransfer Agent all shares of Series B Preferred Stock. The Company shall deliver a notice of redemption not less than 15 nor more than 30 Business Days prior to the Company Redemption Date, addressed to the holders of record of the Series A Preferred Stock as they appear in the records of the Company as of the date of such notice. Each notice must state the following: (A) the Company Redemption Date; (B) the number of shares or cause to be redeemed; (C) delivered to each Holder that has complied with the instructions set forth in such Notice of Company Redemption, cash by wire transfer in an amount equal to the Redemption Price as of the Company Redemption Date (it being understood that the actual Redemption Price will be determined as of the actual Company Redemption Date); (D) the name of the redemption agent to whom, and the address of the place to where, the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (E) that Dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date provided that the Redemption Price shall have been paid on the Company Redemption Date. (iii) If the Company has elected to redeem less than all the Series A Preferred Stock pursuant to this SECTION 6(b), the Company shall select the shares of Series A B Preferred Stock to be redeemed by lot, on a pro rata basis or in respect of which such Xxxxxx has complied with such instructions in accordance with any other method the Company considers fair and appropriate. The Company shall make such selection from shares of Series A Preferred Stock then outstanding and not already to be redeemed by virtue of having been previously called for redemptionherewith.