Common use of Redemption by the Company Clause in Contracts

Redemption by the Company. (a) The Series D Preferred Shares may be redeemed for cash, in whole or from time to time in part, on any date on or after December 11, 2002 as fixed by the Board of Trustees of the Company at the Redemption Price. The Redemption Price of the Series D Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source. (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than all of the Series D Preferred Shares at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. (d) Notice of any redemption will be given 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 Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, and all rights of the holders thereof as shareholders of the Company (except the right to receive from the Company the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares.

Redemption by the Company. (ai) The Series D Preferred Shares On and at any time after a Liquidation Event, the Company, at its sole option, may be redeemed for cash, in whole redeem all or from time to time in part, on any date on or after December 11, 2002 as fixed by the Board of Trustees part of the Company at outstanding shares of Series A Preferred Stock (including all or part of the PIK Preferred Shares) by payment in cash for an amount equal to the Redemption Price. The Redemption Price per share of the Series D A Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other sourceStock. (bii) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date The Board shall be paid to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than all of the Series D Preferred Shares at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees may fix a record date for the determination of the shares of Series A Preferred Stock to be redeemed, and such record date to shall not be not more than thirty (30) days nor less than 30 nor more than 60 days prior to the date fixed for such redemption. sixty (d60) Notice of any redemption will be given 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 Redemption Date. A similar The Company shall deliver a notice will be mailed by the Company, postage prepaid, of redemption not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date, addressed to the respective holders of record of the Series D A Preferred Shares to be redeemed at their respective addressees Stock as they appear on in the share transfer records of the Company. No failure to give such Each notice or any defect therein or in must state the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall statefollowing: (iA) the record date and Redemption Date; (iiB) the Redemption PricePrice as of the record date (it being understood that the actual Redemption Price will be determined as of the Redemption Date); (iiiC) the number of shares of Series D A Preferred Shares to be redeemed and, if less than all shares held by the particular holder are Stock to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (ivD) the place or places where certificates for such shares the Series A Preferred Stock are to be surrendered for payment of the Redemption Price; and (vE) that distributions dividends on the shares to be redeemed will cease to accrue on the such Redemption Date. Notwithstanding the foregoing, if the Series A Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC. (eiii) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before Notwithstanding the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, and all rights of the holders thereof as shareholders of the Company (except the right to receive from the Company the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Periodforegoing, the Company shall may not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed redeem at its election pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares6(b) any shares of Series A Preferred Stock if such action would result in a default by the Company under the terms of the credit agreement governing its senior credit facility (the “Restrictive Debt”). If the Company is unable to redeem the Series A Preferred Stock in cash, without designation as then the holder of the shares of Series A Preferred Stock surrendered for redemption may elect to class or series, and may thereafter be reissued as any class or series receive shares of preferred sharesCommon Stock with a Fair Market Value equal to the Series A Redemption Price in lieu of cash.

Redemption by the Company. (a) The Except as set forth in this Section 8(a), the Company shall not have the right to call or redeem at any time all or any shares of Series D C Preferred Stock. Shares of Series C Preferred Stock may be redeemed for cashby the Company, at any time (subject to the terms and conditions of this Certificate of Designation), in whole or from time in part out of funds lawfully available therefore. The price per share price for any redemption pursuant to time this Section 8 shall be equal to $12.50 per share (subject to appropriate adjustment in partthe event of any stock dividend, on stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any date on or after December 11other dividends declared but unpaid thereon (collectively, 2002 as fixed by with respect to a holder, the Board of Trustees of the Company at the “Applicable Redemption Price. The ”, and with respect to each share of Series C Preferred Stock held by such holder, the “Applicable Redemption Price Per Share”), provided that any shares of the Series D C-2 Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source. (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than all of the Series D Preferred Shares at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees Stock may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. (d) Notice of any redemption will be given 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 Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, and all rights of the holders thereof as shareholders of the Company (except the right to receive from the Company the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at within 90 days of the Redemption Priceissuance thereof for a price equal to $11.00 per share, (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. In case fewer than all For the shares represented avoidance of doubt, in the event of any proposed redemption by any such certificate are redeemedthe Company pursuant to this Section 8(a), a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by provide the holders of the Series D C Preferred Shares entitled thereto at Stock with the expiration notice required pursuant to Section 5(a) and permit such holders to convert such Series C Preferred Stock (or a portion thereof) for a minimum period of two years forty-five (45) days from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to date that the Company shall look only to the Company for payment without interest or other earningsgives such notice. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares.

Redemption by the Company. (a) The Series D Preferred Shares may be redeemed for cash, in whole or from time to time in part, on any date on or after December 11, 2002 as fixed by the Board of Trustees of the Company at the Redemption Price. The Redemption Price of the Series D Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source. (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid Notwithstanding anything to the holder in whose name the Series D Preferred Shares to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than all of the Series D Preferred Shares at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. (d) Notice of any redemption will be given 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 Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed andcontrary herein, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, and all rights of the holders thereof as shareholders of the Company (except the right to receive from the Company the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled fails to receive from such consummate a Qualified Public Offering on or before December 31, 2011, or (ii) the Company satisfies all the conditions and prerequisites for a Qualified Public Offering according to the opinions provided by an independent investment bank or trust company designated by the interest or other earnings, if any, earned on any money so deposited in trustSeries A1 Investor, and the holders Series A1 Director has approved a proposal to initiate such a Qualified Public Offering on a meeting of any shares redeemed shall have no claim to board of directors, however, such interest proposal is rejected by other Directors, or other earnings; and (iiiii) any balance of monies so deposited there is a material breach by the Company or any of the Group Companies or the Founders of any of their respective warranties and unclaimed undertakings set forth in the Preferred Share Purchase Agreement, then subject to the Companies Law (2007 Revision) of the Cayman Islands and, if so requested by the holders of at least fifty percent (50%) of the Series D Preferred Shares, the Company shall redeem all, but not less than all, of the outstanding Preferred Shares entitled thereto out of funds legally available therefore (the “Redemption”). The price at the expiration of two years from the applicable Redemption Date which each Preferred Share shall be repaidredeemed shall be equal to IP x (115%)N, together with any interest or other earnings earned thereon, to where IP = Original Contribution (as defined in Section 7.1) for each Preferred Share; and N = a fraction the Company, and after any such repayment, numerator of which is the number of calendar days between date the holders of the shares entitled Preferred Shares acquired their Preferred Shares and the relevant Redemption Date (as defined below) on which such Preferred Share is redeemed and the denominator of which is 365, plus all declared but unpaid dividends thereon up to the funds so repaid to date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers (the “Redemption Price”). If the Company shall look only do not have sufficient cash or funds legally available to redeem all of the Preferred Shares required to be redeemed in accordance with any applicable law, the remainder will be paid in the form of a one-year promissory note issued by the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to such holders of all outstanding Series D Preferred Shares, which shall bear a compound interest at the rate of 15% per annum with a security provided further, however, that by the foregoing shall not prevent Founders in a form acceptable to the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more holders of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company)Shares. (i) All Series D Preferred Shares redeemed pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares.

Redemption by the Company. (a) The On August ___, 2005 (the "Final Redemption Date"), the Company shall redeem for cash all shares of Series D A Preferred Shares may Stock that are then outstanding at a redemption price per share equal to the Liquidation Preference thereof plus the amount of any accrued and unpaid Base Dividends as of such date, and any declared but unpaid Additional Dividends as of such date ("Final Redemption Price"). Not more than sixty (60) nor less than thirty (30) days prior to the Final Redemption Date, notice by first class mail, postage prepaid, shall be redeemed for cashgiven to each holder of record of the Series A Preferred Stock, in whole or from time to time in part, on any date on or after December 11, 2002 at such holder's address as fixed by it shall appear upon the Board of Trustees stock register of the Company at the Redemption Priceon such date. The Redemption Price Each such notice of the Series D Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source.redemption (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If At any time on or after the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Closing Date, the distribution payable on such Distribution Payment Date shall be paid Company may, at its option, redeem all, but not less than all, of the then outstanding shares of Series A Preferred Stock for cash at a redemption price per share (the "Optional Redemption Price") equal to the holder in whose name Liquidation Preference thereof plus the Series D Preferred Shares to be redeemed are registered at the close amount of business on such Distribution Record Date notwithstanding all accrued and unpaid Base Dividends thereon as of the redemption thereof between such Distribution Record Date date and the related Distribution Payment Date or the Company's default in the payment all declared but unpaid Additional Dividends thereon as of the distribution. (c) In case of redemption of date; provided, that at any time prior to December 31, 2000, the Company may so redeem less than all the then outstanding shares of Series A Preferred Stock with the proceeds at a concurrent sale of up to 280,000 of Series A Preferred Stock ("Special Shares") to any stockholder of the Series D Preferred Shares at Company as of the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of TrusteesClosing Date. In order to facilitate exercise its right of optional redemption, the Company shall, not more than sixty (60) nor less than thirty (30) days prior to the redemption date, give notice by first class mail, postage prepaid, to each holder of record of the Series D A Preferred SharesStock, at such holder's address as it shall appear upon the stock register of the Company on such date. Each such notice of redemption shall be irrevocable and shall specify the redemption date (the "Optional Redemption Date"), the Board of Trustees may fix a record date for Optional Redemption Price, the determination identification of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. (d) Notice of any redemption will be given 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 Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for of payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d)New York, and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, and all rights of the holders thereof as shareholders of the Company (except the right to receive from the Company the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares.New York

Redemption by the Company. (a) The Series D Preferred Shares may be redeemed for cash, in whole or from At any time to time in part, on any date on or after December 11, 2002 as fixed by the Board of Trustees of the Company at the Redemption Price. The Redemption Price of the Series D Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source. (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Exercise Date, the distribution payable on such Distribution Payment Date Company shall be paid have the right and option, upon 30 days' written or published notice to the holder in whose name the Series D Preferred Shares Warrant Holders, to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date call, redeem and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than acquire all of the Series D Preferred Shares Warrants remaining outstanding and unexercised at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. redemption in such notice (d) Notice the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.02 per Warrant; provided however, that the closing bid quotation for the Common Stock for at least 20 of the 30 consecutive business days ending on the date of the Company's giving notice of redemption has been at least $4.00 per share; and further provided, however, that the Warrant Holders shall in any event have the right during the 30 day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 8 of this Agreement. In the event any Warrants are exercised during such 30 day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants exercised by holders thereof. The notice of redemption will be given by publication in a newspaper shall require each Warrant Holder to surrender to the Company on the Redemption Date at the corporate office of general circulation in The City of New York, such publication the Warrant Agent his certificate or certificates representing the Warrants to be made once a week redeemed. Notwithstanding the fact that any Warrants called for two successive weeks commencing redemption have not less than 30 nor more than 60 days prior to the Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to been surrendered for redemption and cancellation on the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption such Warrants shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, expired and all rights of the holders thereof as shareholders Warrant Holders of the Company (except such unsurrendered Warrants shall cease and terminate, other than the right to receive from the Company the Redemption Price) shall cease. Upon surrenderredemption price of $.02 per Warrant for such Warrants, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemedinterest; provided, however, that such right to receive the foregoing redemption price of $.02 per Warrant shall not prevent itself expire one year from the purchase or acquisition of Series D Preferred Shares Redemption Date. In the event the Exercise Price is adjusted pursuant to Section 13 of this Agreement, then a purchase or exchange offer corresponding adjustment shall be made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed redemption price pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares15.

Redemption by the Company. (a) The Series D Preferred Shares may be redeemed for cash, in whole or from At any time to time in part, on any date on or commencing one year after December 11, 2002 as fixed by the Board of Trustees of the Company at the Redemption Price. The Redemption Price of the Series D Preferred Shares (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source. (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Exercise Date, the distribution payable on such Distribution Payment Date Company shall be paid have the right and option, upon 30 days' written or published notice to the holder in whose name the Series D Preferred Shares Warrant Holders, to be redeemed are registered at the close of business on such Distribution Record Date notwithstanding the redemption thereof between such Distribution Record Date call, redeem and the related Distribution Payment Date or the Company's default in the payment of the distribution. (c) In case of redemption of less than acquire all of the Series D Preferred Shares Warrants remaining outstanding and unexercised at the time outstanding, the shares to be redeemed shall be selected by the Company pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D Preferred Shares, the Board of Trustees may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. redemption in such notice (d) Notice the "Redemption Date"), which Redemption Date shall be 30 days after the date of such notice, for an amount equal to $.02 per Warrant; provided however, that the closing bid quotation for the Common Stock for at least 15 of the 20 consecutive business days ending on the date of the Company's giving notice of redemption has been at least 125% of the then effective Exercise Price per share; and further provided, however, that the Warrant Holders shall in any event have the right during the 30 day period immediately following the date of such notice to exercise the Warrants in accordance with the provisions of Section 8 of this Agreement. In the event any Warrants are exercised during such 30-day period, this call option shall be deemed not to have been exercised by the Company as to the Warrants exercised by holders thereof. The notice of redemption will be given by publication in a newspaper shall require each Warrant Holder to surrender to the Company on the Redemption Date at the corporate office of general circulation in The City of New York, such publication the Warrant Agent his certificate or certificates representing the Warrants to be made once a week redeemed. Notwithstanding the fact that any Warrants called for two successive weeks commencing redemption have not less than 30 nor more than 60 days prior to the Redemption Date. A similar notice will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to been surrendered for redemption and cancellation on the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Redemption Date, distributions on the Series D Preferred Shares so called for redemption such Warrants shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Shares, expired and all rights of the holders thereof as shareholders Warrant Holders of the Company (except such unsurrendered Warrants shall cease and terminate, other than the right to receive from the Company the Redemption Price) shall cease. Upon surrenderredemption price of $.02 per Warrant for such Warrants, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares shall be irrevocable except that: (i) the Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) any balance of monies so deposited by the Company and unclaimed by the holders of the Series D Preferred Shares entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemedinterest; provided, however, that such right to receive the foregoing redemption price of $.02 per Warrant shall not prevent itself expire one year from the purchase or acquisition of Series D Preferred Shares Redemption Date. In the event the Exercise Price is adjusted pursuant to Section 13 of this Agreement, then a purchase or exchange offer corresponding adjustment shall be made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed redemption price pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred shares, without designation as to class or series, and may thereafter be reissued as any class or series of preferred shares15.

Redemption by the Company. (a) The Series D A Preferred Shares may Stock shall not be redeemed for cash, in whole or from time in part on or prior to the Optional Redemption Date. After the Optional Redemption Date, the Company may, at its option, redeem in cash at any time in part, on any date on whole or after December 11, 2002 as fixed by in part the Board of Trustees of the Company Series A Preferred Stock at the Redemption PricePrice per share. The Company shall be obligated to redeem in cash all outstanding Series A Preferred Stock, if any, at the Redemption Price per share on the second anniversary of the Series D Preferred Shares Optional Redemption Date (other than any portion thereof consisting of accrued and unpaid dividends) shall be paid solely from the sale proceeds of other Capital Shares of the Company and not from any other source"Mandatory Redemption Date"). (b) Each date fixed for redemption pursuant to Section 17.4(a) is called a "Redemption Date". If fewer than all of the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid to the holder in whose name the outstanding shares of Series D A Preferred Shares Stock are to be redeemed are registered at pursuant to subparagraph 4(a) then the close Company shall select the shares of business on Series A Preferred Stock to be redeemed by such Distribution Record Date notwithstanding method as the redemption thereof between such Distribution Record Date and the related Distribution Payment Date or the Company's default in the payment Board of Directors of the distributionCompany shall deem fair and appropriate. (c) In case Notice of redemption of less than all shares of Series A Preferred Stock shall be sent by or on behalf of the Series D Preferred Shares at the time outstandingCompany, the shares by hand delivery or first class mail, postage prepaid, to be redeemed shall be selected by the Company pro rata from the holders of record of such the outstanding shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Trustees. In order to facilitate the redemption of Series D A Preferred Shares, Stock to be redeemed at their respective addresses as they shall appear on the Board of Trustees may fix a record date for the determination records of the shares to be redeemedCompany, such record date to be not less later than 30 the 30th day nor more earlier than 60 days the 60th day prior to the date fixed for redemption (the "Redemption Date"), which notice, in the case of a redemption pursuant to the second sentence of subparagraph 4(a) above, shall (i) notify such redemptionholders of the election of the Company to redeem such shares and of the Redemption Date, (ii) state the place or places at which the shares called for redemption shall, upon presentation and surrender of the certificates evidencing such shares, be redeemed, and the Redemption Price therefor, and (iii) state the name and address of any Redemption Agent selected by the Company in accordance with subparagraph 4(d) below, and the name and address of the Company's transfer agent for the Series A Preferred Stock. The Company may act as the transfer agent for the Series A Preferred Stock. (d) Notice The Company may act as the redemption agent to redeem the Series A Preferred Stock. The Company may also appoint as its agent for such purpose a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof, and having capital, surplus and undivided profits aggregating at least Two Hundred Million Dollars ($200,000,000), and may appoint any one or more additional such agents which shall in each case be a bank or trust company in good standing organized under the laws of the United States of America or of any redemption will be given by publication jurisdiction thereof, having an office or offices in a newspaper of general circulation in The the City of New York, New York, or 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 Redemption Date. A similar notice will be mailed other place as shall have been designated by the Company, postage prepaidand having capital, not less surplus and undivided profits aggregating at least Two Hundred Million Dollars ($200,000,000). The Company or such bank or trust company is hereinafter referred to as the "Redemption Agent." Following such appointment and prior to any redemption, the Company shall deliver to the Redemption Agent irrevocable written instructions authorizing the Redemption Agent, on behalf and at the expense of the Company, to cause such notice of redemption to be duly made as herein provided as soon as practicable after receipt of such irrevocable instructions and in accordance with the above provisions. All funds necessary for the redemption shall be deposited with the Redemption Agent in trust no later than 30 nor more than 60 days the second business day prior to the Redemption Date, addressed to the respective holders of record of the Series D Preferred Shares to be redeemed at their respective addressees as they appear on the share transfer records of the Company. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series D Preferred Shares except as to any holder to whom the Company has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series D Preferred Shares may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series D Preferred Shares to be redeemed and, if less than all shares held by the particular holder are to be redeemed, the number of Series D Preferred Shares to be redeemed from such holder; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on the Redemption Date. (e) If notice has been mailed in accordance with Section 17.4(d), and such notice provided that on or before the Redemption Date specified therein all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be, be and to continue to be available therefor. Neither failure to provide any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption as to other holders. (e) If notice of redemption shall have been given as hereinbefore provided, thenand the Company shall not default in the payment of the Redemption Price, from then each holder of shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this resolution until and including the Redemption Date. If the Company shall default in making payment or delivery as aforesaid on the Redemption Date, then each holder of the shares called for redemption shall be entitled to all preferences, relative and other rights accorded by this resolution until and including the date (the "Final Redemption Date") when the Company makes payment or delivery as aforesaid to the holders of the Series A Preferred Stock. From and after the Redemption Date or, if the Company shall default in making payment or delivery as aforesaid, the Final Redemption Date, distributions on the Series D Preferred Shares so shares called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred Sharesoutstanding, and all rights of the holders thereof as shareholders of the Company (such shares shall cease and terminate, except the right of the holders of such shares, upon surrender of certificates therefor, to receive from the Company receipt of amounts to be paid hereunder. The deposit of monies in trust with the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be redeemed by the Company at the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares without cost to the holder thereof. (f) Any funds deposited with a bank or trust company for the purpose of redeeming Series D Preferred Shares Agent shall be irrevocable except that: (i) that the Company shall be entitled to receive from such bank or trust company the Redemption Agent the interest or other earnings, if any, earned on any money monies so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and (ii) , and any balance of monies so deposited by the Company and unclaimed by the holders of the Series D A Preferred Shares Stock entitled thereto at the expiration of two (2) years from the applicable Redemption Date or, if the Company shall default in making payment or delivery as aforesaid, the Final Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Company, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Company shall look only to the Company for payment without interest or other earnings. (g) No Series D Preferred Shares may be redeemed except with assets legally available for the payment of the Redemption Price. (h) Unless full cumulative distributions on all Series D Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Series D Preferred Shares shall be redeemed unless all outstanding Series D Preferred Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series D Preferred Shares, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series D Preferred Shares from persons owning in the aggregate 9.8 percent or more of the lesser of the number or value of the total outstanding shares of beneficial interest of the Company pursuant to provisions of the Declaration of Trust, or 10 percent or more of the lesser of the number or value of the total outstanding Series D Preferred Shares pursuant to provisions of this Article XVII. Unless full cumulative distributions on all outstanding Series D Preferred Shares have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Company shall not purchase or otherwise acquire directly or indirectly any Series D Preferred Shares (except by conversion into or exchange for shares of the Company ranking junior to the Series D Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the affairs of the Company). (i) All Series D Preferred Shares redeemed pursuant to this Section 17.4 shall be retired and shall be reclassified as authorized and unissued preferred sharessuch payment, without designation as to class or series, and may thereafter be reissued as any class or series of preferred sharesinterest.