Common use of Required Redemption Clause in Contracts

Required Redemption. Upon the occurrence of an Event of Default or on and after _____________, 2012, whichever comes first, the holder of any shares of Series A Preferred Stock may, at its option, cause the Corporation to redeem at any time all of the Series A Preferred Stock held by such holder at the Redemption Price, payable in cash, together with all accrued and unpaid dividends to and including the Redemption Date. Notwithstanding the provisions of this subsection (c), provided an Event of Default has not occurred, the Corporation shall have the right to extend the date during which a required redemption is not permitted under this subsection (c) for three separate additional five (5) year periods if the dividend rate on the Series A Preferred Stock is changed to the then market rate of comparable preferred stock (the "Market Rate") on the first day of each such additional five year period; provided, however, in no event shall the dividend be reduced to less than $2.00 per share of Series A Preferred Stock. The Market Rate shall be determined ten (10) days prior to the first Business Day of each such additional five (5) year period by mutual agreement of the holders of Series A Preferred Stock and the Corporation. In the event the holders of Series A Preferred Stock and the Corporation cannot agree on such determination prior to the first Business Day of such additional five (5) year period, the Market Rate shall be determined as of the first Business Day of each such additional five (5) year period as follows: (i) a majority of the holders of the Series A Preferred Stock then outstanding shall choose an investment banking firm of nationally recognized status and the Corporation shall choose an investment banking firm of nationally recognized status; (ii) the investment banking firms chosen by a majority of the holders of the Series A Preferred Stock then outstanding and the Corporation shall mutually choose a third investment banking firm of nationally recognized status (the "Independent Investment Banker"); (iii) the Independent Investment Banker shall then determine, in its sole discretion, the Market Rate and shall advise the holders of Series A Preferred Stock and the Corporation of its determination; and (iv) the fees of the Independent Investment Banker for making such determination shall be borne fifty percent (50%) by the holders of Series A Preferred Stock and fifty percent (50%) by the Corporation.

Required Redemption. Upon the occurrence of the earlier of (i) an Event of Default (for purposes of this Section an Event of Default shall have the meaning given it in Section 4(j) of Annex I to the Declaration) or on and after _____________(ii) May 30, 2012, whichever comes first, the holder of any shares of Series A Convertible Preferred Stock Securities may, at its option, cause the Corporation Trust to redeem at any time all of the Series A Convertible Preferred Stock Securities held by such holder at the Redemption Price, payable in cash. In the event a holder of the Convertible Preferred Securities requires the Trust to redeem such Securities, together with all accrued and unpaid dividends then the Trust shall require the Company to and including redeem a like aggregate principal amount of Convertible Debentures from Holders of Convertible Debentures which aggregate principal amount shall equal the aggregate Redemption DatePrice of such Convertible Preferred Securities so redeemed. Notwithstanding the provisions of this subsection (c)Section 10.7, provided an Event of Default has not occurred, the Corporation Regular Trustees shall have the right to extend the date during which a required redemption of Convertible Preferred Securities is not permitted under this subsection (c) for three two separate additional five (5) year periods if the dividend rate on the Series A Preferred Stock Coupon Rate is changed to the then market rate of comparable preferred stock (comparable to the "Market Rate") Convertible Preferred Securities on the first day of each such additional five year period; provided, however, in no event shall the dividend Coupon Rate be reduced to less than $2.00 per share of Series A Preferred Stock. The Market Rate shall be determined ten (10) days prior to the first Business Day of each such additional five (5) year period by mutual agreement of the holders of Series A Preferred Stock and the Corporationreduced. In the event that the holders of Series A Trust increases the Coupon Rate on the Convertible Preferred Stock and Securities in accordance with the Corporation cannot agree preceding sentence, then the Company shall increase the Coupon Rate on such determination prior to the first Business Day of such additional five (5) year Convertible Debentures in a like percentage amount for a like period, the Market Rate shall be determined as of the first Business Day of each such additional five (5) year period as follows: (i) a majority of the holders of the Series A Preferred Stock then outstanding shall choose an investment banking firm of nationally recognized status and the Corporation shall choose an investment banking firm of nationally recognized status; (ii) the investment banking firms chosen by a majority of the holders of the Series A Preferred Stock then outstanding and the Corporation shall mutually choose a third investment banking firm of nationally recognized status (the "Independent Investment Banker"); (iii) the Independent Investment Banker shall then determine, in its sole discretion, the Market Rate and shall advise the holders of Series A Preferred Stock and the Corporation of its determination; and (iv) the fees of the Independent Investment Banker for making such determination shall be borne fifty percent (50%) by the holders of Series A Preferred Stock and fifty percent (50%) by the Corporation.. ARTICLE XI

Required Redemption. Upon the occurrence of an Event of Default or on and after _____________, 2012, whichever comes firstOn each Required Redemption Date, the holder of any shares of Series A Preferred Stock may, at its option, cause Company shall redeem the Corporation to redeem at any time all of Required Redemption Amount (the Series A Preferred Stock held by such holder at the “Required Redemption”). The Required Redemption Price, Amount payable on each Required Redemption Date shall be paid in cash, together with all accrued and unpaid dividends to and including the Redemption Date. Notwithstanding the provisions of this subsection (c), provided an Event of Default has not occurred, the Corporation shall have the right to extend the date during which a required redemption is not permitted under this subsection (c) for three separate additional five (5) year periods if the dividend rate on the Series A Preferred Stock is changed to the then market rate of comparable preferred stock (the "Market Rate") on the first day of each such additional five year period; provided, however, as to any Required Redemption and upon 20 Trading Days’ prior written irrevocable notice (the “Required Redemption Notice”), in no event shall lieu of a cash redemption payment the dividend be reduced Company may elect to less than $2.00 per share pay all or part of Series A Preferred Stock. The Market Rate shall be determined ten a Required Redemption Amount in Conversion Shares based on a conversion price equal to the lesser of (10i) days the then Conversion Price and (ii) 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the first Business applicable Required Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period, provided, however, in the case of each such additional five this clause (5ii) year period by mutual agreement of the holders of Series A Preferred Stock and conversion price shall be equal to at least a $.01 discount the Corporation. In VWAP on the event the holders of Series A Preferred Stock and the Corporation cannot agree on such determination Trading Day immediately prior to the first Business applicable Required Redemption Date) (the price calculated during the 20 Trading Day of period immediately prior to the Required Redemption Date, the “Required Conversion Price” and such additional five (5) year 20 Trading Day period, the Market Rate “Required Conversion Period”); provided, further, that the Company may not pay the Required Redemption Amount in Conversion Shares unless (y) from the date the Holder receives the duly delivered Required Redemption Notice through and until the date such Required Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Required Redemption, prior to such Required Conversion Period (but not more than 5 Trading Days prior to the commencement of the Required Conversion Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Required Redemption Amount equal to the quotient of (x) the applicable Required Redemption Amount divided by (y) the lesser of (A) the Conversion Price and (B) 90% of the average of the 20 VWAPs during the period ending on the 3rd Trading Day immediately prior to the date of the Required Redemption Notice (the “Pre-Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Required Redemption at any time prior to the date that the Required Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the applicable Required Conversion Period until the date the Required Redemption Amount is paid in full shall be determined as first applied to the principal amount subject to the Required Redemption Amount payable in cash and then to the Required Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the applicable Required Conversion Period in excess of the Required Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Required Redemption Amount, the Pre-Redemption Conversion Shares, if any were issued in connection with such Required Redemption or were not already applied to such conversions, shall be first Business Day applied against such conversion. The Company covenants and agrees that it will honor all Notices of each Conversion tendered up until such additional five (5) year period as follows: (i) amounts are paid in full. The Company’s determination to pay a majority Required Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the Series A Preferred Stock then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Required Redemption Amount in shares of Common Stock, and if there shall choose be an investment banking firm of nationally recognized status and the Corporation shall choose an investment banking firm of nationally recognized status; (ii) the investment banking firms chosen by a majority of the holders of the Series A Preferred Stock then outstanding and the Corporation shall mutually choose a third investment banking firm of nationally recognized status (the "Independent Investment Banker"); (iii) the Independent Investment Banker shall then determine, in its sole discretioneffective Registration Statement, the Market Rate and Company shall advise the holders of Series A Preferred Stock and the Corporation of its determination; and (iv) the fees of the Independent Investment Banker for making file a prospectus supplement pursuant to Rule 424 disclosing such determination shall be borne fifty percent (50%) by the holders of Series A Preferred Stock and fifty percent (50%) by the Corporationelection.