Common use of Redemption of Preferred Stock Clause in Contracts

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotlot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 45 days and not more than 65 90 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceprice (the “Redemption Price”) as set forth in the Certificate of Designations, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the Redemption Price which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided provided, that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the redemption price Redemption Price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”)) (provided, that, the Depositary receives notice from the Corporation sufficiently in advance of the Redemption Date) to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price Redemption Price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceRedemption Price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata rata, by lot or by lotsuch other method in accordance with the procedures of DTC.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 90 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating to the effect that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock; provided that the Corporation shall then shall, on such date of redemption, have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon that, pursuant to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stockare payable upon redemption. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 90 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotlot (or, if the Receipts are then in the form of Global Registered Receipts, in accordance with the applicable procedures of DTC in compliance with the then-applicable rules of The Nasdaq Stock Market LLC).

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to Depositary in its capacity as Depositary the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held required by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred StockDeposit Agreement. The Depositary shall mail mail, first class postage prepaid, notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock held by the Depositary to be redeemed by first-class mail, postage prepaidredeemed, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue on accumulate from and after such Redemption Date. Any such notices shall be mailed in the same manner as notices of redemption of the Preferred Stock are required to be mailed pursuant to Section of the Certificate of Designations and published in the same manner as notices of redemption of the Preferred Stock are required to be published pursuant to said section, if so required. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (as nearly as may be) or by lot.any other equitable method determined by the Depositary to be consistent with the method determined by the Board of Directors of the Company with respect to the Preferred Stock. Notice having been mailed and published by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it, as set forth in the Company's notice provided for above), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed for a redemption price at a rate per Depositary Share equal to one- of the redemption price delivered upon redemption of a share of Preferred Stock pursuant to the Certificate of Designations. The foregoing shall be subject further to the terms and conditions of the Certificate of Designations and the Deposit Agreement. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with the A-3

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, Designations it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (Depositary in its capacity as defined below), Depositary notice of the date of such proposed redemption of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall (i) be given not less than Business Days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts, in the case of a redemption of all outstanding Depositary Shares, and not less than calendar days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts evidencing the Depositary Shares to be redeemed, in the case of a partial redemption of outstanding Depositary Shares, and (ii) be accompanied by a certificate from the Corporation Company stating that such redemption of the Preferred Stock is in accordance with the provisions of the Certificate of Designations. Such notice shall be in addition to the notice required for redemption pursuant to the Certificate of Designations. On the date of any such redemptionredemption of Preferred Stock, provided that the Corporation Company shall then have paid or caused to be paid in full to deposited with the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal sufficient to pay any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designationsthereon, the Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Stock. The Depositary Subject to the penultimate sentence of this Paragraph, the Depositary, at the expense of the Company, shall mail mail, first class postage prepaid, notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock held by the Depositary to be redeemed by first-class mail, postage prepaidredeemed, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculation; price, (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; price and (v) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue on accumulate from and after such Redemption Date. Any such notices shall be mailed in the same manner as notices of redemption of the Preferred Stock are required to be mailed pursuant to section of the Certificate of Designations and published in the same manner as notices of redemption of the Preferred Stock are required to be published pursuant to said section, if so required. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (as nearly as may be) or by lot.any other equitable method determined by the Depositary to be consistent with the method determined by the Board of Directors of the Company with respect to the Preferred Stock. Notice having been mailed and published, at the expense of the Company, by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it, as set forth in the Company's notice provided for in the preceding paragraph), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall 7

Redemption of Preferred Stock. 2.8.1 Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 thirty (30) days and not more than 65 ninety (90) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of shares of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (dividends, without accumulation of any undeclared dividends) , thereon to the date fixed for redemptionredemption to be redeemed, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary shall shall, if requested in writing and provided with all reasonably necessary information, mail the notice of the Corporation’s redemption of shares of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the such shares of Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depositary or by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 thirty (30) days and not more than 60 ninety (90) days prior to the date fixed for redemption of such shares of Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot. In any such case, the Depositary Shares shall only be redeemed in increments of one thousand (1,000) shares and any integral multiple thereof.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of DesignationsAmendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 25 days and not more than 65 90 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceprice (the “Redemption Price”) as set forth in the Certificate of Amendment, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the Redemption Price which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of DesignationsAmendment. On the date of such redemption, provided provided, that the Corporation shall then have paid or caused to be paid in full to EQ the Depositary the redemption price Redemption Price of the Preferred Stock to be redeemed, plus an amount equal to any declared and but unpaid dividends (without accumulation and the portion of any undeclared dividends) thereon the quarterly dividend per share of Preferred Stock attributable to the date fixed for redemptionthen-current dividend period that has not been declared and paid to, but excluding, the redemption date, in accordance with the provisions of the Certificate of DesignationsAmendment, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 10 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”)) (provided, that, the Depositary receives notice from the Corporation sufficiently in advance of the Redemption Date) to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price Redemption Price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceRedemption Price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata rata, by lot or by lotsuch other method in accordance with the procedures of DTC.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating to the effect that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock; provided that the Corporation shall then shall, on such date of redemption, have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared all accrued and unpaid dividends thereon (without accumulation of any undeclared dividendswhether or not declared) thereon that, pursuant to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stockare payable upon redemption. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares prepaid (the “Redemption Date”), or another reasonably acceptable transmission method) to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective the last addresses of such Holders as they appear on the records of the Depositary, or if any shares of Preferred Stock or Depositary Shares representing interests in the Preferred Stock are issued in book-entry form through DTC or any other similar facility, DTC or such other facility will provide notice of redemption by any authorized method to Record Holders of the applicable shares of the Preferred Stock or Depositary Shares representing interests in the Preferred Stock, in each case, not less than 30, nor more than 60, days prior to the date fixed for redemption of such shares of the Preferred Stock and related Depositary Shares (the “Redemption Date”); but neither failure to mail or otherwise provide by any authorized method any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice of redemption shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot. Notice having been mailed by the Depositary or transmitted by any authorized method by DTC, as the case may be, as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/1,000th of the redemption price per share of Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends in accordance with the provisions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever Except in connection with (i) the Ownership Limits in the Charter to preserve the Corporation’s qualification as a REIT or (ii) the Special Optional Redemption Right discussed below, shares of the Preferred Stock generally are not redeemable prior to January 27, 2020. On or after January 27, 2020, the Corporation shall be permitted and shall may elect at any time to redeem shares of deposited Preferred Stock for cash. Additionally, upon the occurrence of a Change of Control (as defined in accordance with the terms Articles Supplementary), the Corporation shall have a Special Optional Redemption Right to redeem the Preferred Stock within 120 days after the first date on which Change of Control occurred for cash as described in the Certificate of DesignationsArticles Supplementary. If the Corporation elects to exercise either its basic redemption right or the Special Optional Redemption Right described in the preceding sentence, it shall in either case (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not more than 65 days 30 days’ prior to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be so redeemed and the applicable redemption price, which including the amount of all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice shall be accompanied by a certificate from of the Corporation stating that such redemption of Preferred Stock is in accordance with and the provisions proposed simultaneous redemption of the Certificate Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of Designationssuch Preferred Stock and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. On the date of any such redemption, provided the Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Stock; provided, that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared all accrued and unpaid dividends (without accumulation payable with respect thereto to, but not including, the date of any undeclared dividends) thereon such redemption. Notwithstanding anything herein to the date fixed for redemptioncontrary, in accordance with the provisions however, holders of the Certificate of Designations, the Depositary shall redeem the number record of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice at the close of business on a record date set for dividends on the Corporation’s redemption underlying shares of Preferred Stock and will receive the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear dividend payable on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered corresponding date set for payment of such dividend notwithstanding the redemption price; of those shares after such record date and (v) that dividends in respect of the Preferred Stock represented by on or prior to such Depositary Shares to be redeemed will cease to accrue on such Redemption Datedividend payment date. In case less If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro determined 0.xxx rata (as nearly as may be practicable without creating fractional Depositary Shares) or by lot. If such redemption is to be by lot and, as a result of such redemption, any holder of a number of Depositary Shares would become a holder of a number of Depositary Shares resulting in a violation of the Aggregate Stock Ownership Limit because such holder’s Depositary Shares were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company will redeem the requisite number of Depositary Shares of such holder such that no holder will hold in excess of the Aggregate Stock Ownership Limit subsequent to such redemption. Notice having been mailed as aforesaid, from and after the redemption date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Preferred Stock represented by the Depositary Shares called for redemption), all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to, but not including, the applicable redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the shares of Preferred Stock as the fraction each Depositary Share represents of a share of Preferred Stock plus the same fraction of all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of accrued and unpaid dividends to, but not including, the redemption date on the shares of Preferred Stock to be so redeemed. The foregoing is further subject to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever the Corporation Company shall be permitted required or shall elect, under its Certificate of Incorporation, as amended, and shall elect the Certificate, to redeem shares of Preferred Stock in accordance with the terms of the Certificate of DesignationsStock, it shall give the Depositary (unless otherwise agreed to in writing with the Depositaryi) give or cause to be given to the Depositary, not less than 35 days and not 45 nor more than 65 days prior to 60 days' notice of the Redemption Date (as such term is defined belowin the Certificate), notice of (ii) the date of such proposed redemption price per share of Preferred Stock and the method of calculation thereof; (iii) the place or places where certificates for such shares are to be surrendered for payment of the number redemption price; (iv) the then current Conversion Price (as such term is defined in the certificate) and the method of converting the shares prior to the redemption date; and (v) that dividends on such shares held by the Depositary shall cease to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that accumulate on such redemption of Preferred Stock is in accordance with the provisions of the Certificate of DesignationsRedemption Date. On the date of such redemptionRedemption Date, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, Redemption Date prior to such Redemption Date and in accordance with the provisions of the Certificate of DesignationsCertificate, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the . The redemption price or the manner of its calculation; per Depositary Share will be equal to one-tenth (iv1/10th) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in per share amount payable with respect of to the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotStock.

Redemption of Preferred Stock. 2.8.1 Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 thirty-five (35) days and not more than 65 sixty-five (65) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of shares of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared all accumulated and unpaid dividends (without accumulation of any undeclared dividendswhether or not declared) thereon to to, but excluding, the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary shall shall, if requested in writing and provided with all reasonably necessary information, mail the notice of the Corporation’s redemption of shares of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the such shares of Preferred Stock to be redeemed by first-first class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depositary or by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 thirty (30) days and not more than 60 sixty (60) days prior to the date fixed for redemption of such shares of Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency validity of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

Redemption of Preferred Stock. Whenever The Corporation may redeem all (but not less than all) of the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock from the holders thereof at any time after the Original Issue Date by delivering to such holders a redemption notice (the "Redemption Notice") and by paying in accordance with cash to such holder or holders in respect of each such shares the terms Redemption Price (defined below) within ninety (90) days of the Certificate Redemption Notice. The price payable for each redeemed share of DesignationsPreferred Stock (the "Redemption Price") shall be equal to the Appraised Value (as determined below) of each such share on as as-if-converted basis; provided, it however, that notwithstanding the foregoing, the amount payable to such holder of a share of Preferred Stock in redemption thereof shall in no event be less than the Invested Amount plus the aggregate amount of all accrued and unpaid dividends (unless otherwise agreed whether or not declared) thereon through the date of such Redemption Notice, and shall be increased if necessary to equal the Liquidation Value, and in writing with no event shall be more than, and shall be decreased if necessary to equal, an amount (the Depositary"Redemption Cap") give equal to the Invested Amount plus the sum of (i) the aggregate amount of all accrued and unpaid dividends (whether or cause not declared) thereon through the date of such Redemption Notice and (ii) $1,500 if the Preferred Stock is redeemed on or before March 25 31, 2000, which amount shall increase by $300 per share of Preferred Stock for each month (or portion thereof) following March 2000 in which such redemption does not occur (e.g., the amount contemplated by this clause (ii) shall be $1,800 for any redemption effected in April 2000, $2,100 for any redemption effected in May 2000, etc.). Should the holders of the Preferred Stock and the Corporation be unable to agree during the twenty (20)-day period immediately succeeding the delivery of a Redemption Notice as to the Appraised Value without the employment of appraisers, then the holders of the Preferred Stock and the Corporation shall each select an appraiser experienced in the business of evaluating or appraising the market value of commercial real estate and long-term care and/or assisted living facilities (or similar businesses), and the appraisers so selected (the "Initial Appraisers") shall appraise such shares to be given redeemed. If the difference between the resulting appraisals is not greater than ten percent (10%) of the higher appraisal, then the average of the appraisals shall be deemed the Appraised Value; otherwise, the Initial Appraisers shall select an additional appraiser who shall be experienced in a manner similar to the DepositaryInitial Appraisers (the "Additional Appraiser"). If the Initial Appraisers fail to select such Additional Appraiser as provided above, not less than 35 days and not more than 65 days prior then either the holders of the Preferred Stock or the Corporation may apply, after written notice to the Redemption Date (other, to any judge of any court of general jurisdiction for the appointment of such Additional Appraiser. The Additional Appraiser shall appraise such shares to be redeemed as defined below), notice of the date of such proposed the redemption and shall forthwith give written notice of Preferred Stock his determination to the Corporation and the holders of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary Appraised Value shall mail notice then be established by averaging all determinations of value, and then, disregarding the value determination that deviates most from such average, averaging the remaining value determinations. The Corporation shall pay the expenses and fees of the Corporation’s redemption appraisers selected hereby. Notwithstanding the foregoing, the Corporation may always elect by written notice to the holders of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing to redeem the Preferred Stock to by paying the Redemption Cap per share, whereupon a determination of Appraised Value shall not be redeemed by first-class mailnecessary. For all purposes hereof, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice Appraised Value shall be prepared by the Corporation and shall statedetermined assuming that: (i) the Redemption DateCorporation shall have caused its wholly-owned subsidiary, AHC Purchaser, Inc., a Delaware corporation (the "Subsidiary"), to sell each of the assisted living or dementia care facilities owned by the Subsidiary for the fair market value thereof without regard to (x) the encumbrance of any management agreement or other agreement with any affiliate of the Corporation or the Subsidiary relating thereto and (y) the competitive impact of any assisted living facility that is, or has been announced by Alterra Healthcare Corporation ("Alterra"), or one of its affiliates, to be, owned, operated or managed by Alterra or any such affiliate (excluding any facility then owned, operated, managed or under development or construction by Alterra or any such affiliate as of the date of this Certificate of Incorporation); (ii) the number Subsidiary shall have satisfied all of Depositary Shares to be redeemed and, if less than all its liabilities with the Depositary Shares held by any such Holder are to be redeemed, the number proceeds of such Depositary Shares held by such Holder to be so redeemedsale; (iii) the redemption price or remaining proceeds shall have been distributed to the manner Corporation in complete liquidation of its calculationthe Subsidiary; and (iv) in turn, the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment complete liquidation of the redemption price; and (v) that dividends in respect Corporation with the holders of the Preferred Stock represented by receiving the greater of Liquidation Value and the amount such Depositary Shares holders would receive if they exercised the Conversion Rights. Upon the determination of the Redemption Price, each holder of shares to be redeemed shall surrender the certificate representing such shares to the Corporation and shall receive payment of the Redemption Price therefor in cash. Redemption hereunder is subject to the legal availability of funds and to the extent delayed will cease to accrue on such occur as soon thereafter as funds are legally available therefor, with the determination of the Redemption Date. In case less than all the outstanding Depositary Shares are Price to be redeemedmade as of the date that the Corporation is first legally entitled to effect such redemption; provided, however, that any such delay shall nevertheless be subject to the Depositary Shares to be so redeemed shall be selected either pro rata or by lotremedial voting rights described in Section (c) hereof.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 15 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 10 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 90 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating to the effect that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock; provided that the Corporation shall then shall, on such date of redemption, have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon that, pursuant to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stockare payable upon redemption. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 90 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.lot (or, if the Receipts are then in the form of Global Registered Receipts, in accordance with the applicable procedures of DTC in compliance with the then-applicable rules of The Nasdaq Stock Market LLC). Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, Express Terms it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (Depositary in its capacity as defined below), Depositary notice of the date of such proposed redemption of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall (i) be given not less than three (3) Business Days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts, in the case of a redemption of all outstanding Depositary Shares, and not less than ten (10) calendar days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts evidencing the Depositary Shares to be redeemed, in the case of a partial redemption of outstanding Depositary Shares, and (ii) be accompanied by a certificate from the Corporation Company stating that such redemption of the Preferred Stock is in accordance with the provisions of the Certificate of DesignationsExpress Terms. Such notice shall be in addition to the notice required for redemption pursuant to the Express Terms. On the date of any such redemptionredemption of Preferred Stock, provided that the Corporation Company shall then have paid or caused to be paid in full to deposited with the Depositary the redemption price shares of Common Stock as required pursuant to the Express Terms to be delivered in exchange for the Preferred Stock held by the Depositary to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem (using such shares of Common Stock and any cash deposited with it) the number of Depositary Shares representing such redeemed Preferred Stock. The Subject to the penultimate sentence of this Paragraph, the Depositary shall mail mail, first class postage prepaid, notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock held by the Depositary to be redeemed by first-class mail, postage prepaidredeemed, not less than 30 days 15 and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of that all outstanding Depositary Shares are to be redeemed andor, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) (A) the number of shares of Common Stock deliverable upon redemption price or of each Depositary Share pursuant to the manner Express Terms, and the Current Market Price used to calculate such number of its calculationshares of Common Stock, (B) the number of shares of Common Stock deliverable upon redemption of each Depositary Share pursuant to the Express Terms and (C) the higher of the numbers of shares of Common Stock specified in clauses (iii)(A) and (iii)(B); (iv) the Call Price and the portion thereof applicable to each of the Depositary Shares; (v) the Optional Conversion Rate (calculated in accordance with of the Express Terms) and the resulting optional conversion rate applicable to the Depositary Shares, together with a statement that all conversion rights with respect to Depositary Shares called for redemption will terminate immediately prior to the close of business on the date fixed for redemption; (vi) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceredemption; and (vvii) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue on accumulate from and after such Redemption Date. Any such notices shall be mailed in the same manner as notices of redemption of the Preferred Stock are required to be mailed pursuant to the Express Terms and published in the same manner as notices of redemption of the Preferred Stock are required to be published pursuant to said section, if so required. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (as nearly as may be) or by lotany other equitable method determined by the Depositary to be consistent with the method determined by the Board of Directors of the Company with respect to the Preferred Stock. Notice having been mailed and published by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it, as set forth in the Company's notice provided for in the preceding paragraph), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares except the right to receive the shares of Common Stock upon redemption and cash for any fractional share amount) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed for shares of Common Stock and cash for any fractional share amount at a rate per Depositary Share equal to one hundredth of the number of shares of Common Stock (including fractional amounts) delivered upon redemption of a share of Preferred Stock pursuant to the Express Terms. The foregoing shall be subject further to the terms and conditions of the Express Terms. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. No fractional shares of Common Stock shall be issuable upon the redemption of Preferred Stock underlying the Depositary Shares. In lieu of any fractional share otherwise issuable in respect of the aggregate number of shares of Preferred Stock of any holder which are redeemed on any redemption date, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Express Terms. Except with respect to a conversion of Depositary Shares which may occur pursuant to the Express Terms, the Depositary shall not be required (a) to execute and deliver, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part, except as provided in the third paragraph of this Section 2.3.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms provisions of the Certificate, if the Certificate of Designationsprovides for such redemption, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not 40 nor more than 65 days prior to the Redemption Date (as defined below), 70 days' notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall be accompanied by a certificate from the Corporation Company stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of DesignationsCertificate. Such notice, if given more than 50 days prior to the redemption date, shall be in addition to the notice required to be given for redemption pursuant to the Certificate. On the date of such redemption, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designationsthereon, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by redeemed, first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue accumulate on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either on a pro rata basis as determined by the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Preferred Stock so called for redemption shall cease to accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by lotthe Depositary at a redemption price per Depositary Share equal to [ %] of the redemption price per share paid in respect of the shares of Preferred Stock plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Preferred Stock to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares are called for redemption, the Depositary will call for redemption Receipts evidencing the number of Depositary Shares to be redeemed on a pro rata basis. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock for shares of its Common Stock, $1.00 par value per share ("Common Stock"), in accordance with the terms of the Certificate of DesignationsExpress Terms, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to Depositary in its capacity as Depositary the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held required by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred StockDeposit Agreement. The Depositary shall mail mail, first class postage prepaid, notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock held by the Depositary to be redeemed by first-class mail, postage prepaidredeemed, not less than 30 days 15 and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of that all outstanding Depositary Shares are to be redeemed andor, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares shares held by such Holder holder to be so redeemed; (iiiiii)(A) the number of shares of Common Stock deliverable upon redemption price or of each Depositary Share pursuant to the manner Express Terms, and the Current Market Price used to calculate such number of its calculationshares of Common Stock, (B) the number of shares of Common Stock deliverable upon redemption of each Depositary Share pursuant to the Express Terms and (C) the higher of the numbers of shares of Common Stock specified in clauses (iii)(A) and (iii)(B); (iv) the Call Price and the portion thereof applicable to each of the Depositary Shares; (v) the Optional Conversion Rate (calculated in accordance with the Express Terms) and the resulting optional conversion rate applicable to the Depositary Shares, together with a statement that all conversion rights with respect to the Depositary Shares called for redemption will terminate immediately prior to the close of business on the date fixed for redemption; (vi) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceredemption; and (vvii) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue on accumulate from and after such Redemption Date. Any such notices shall be mailed in the same manner as notices of redemption of the Preferred Stock are required to be mailed pursuant to the Express Terms and published in the same manner as notices of redemption of the Preferred Stock are required to be published pursuant to said section, if so required. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (as nearly as may be) or by lotany other equitable Notice having been mailed and published by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it, as set forth in the Company's notice provided for above), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock upon redemption and cash for any fractional share amount) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed for shares of Common Stock and cash for any fractional share amount at a rate per Depositary Share equal to one hundredth of the number of shares of Common Stock (including fractional amounts) delivered upon redemption of a share of Preferred Stock pursuant to the Express Terms. The foregoing shall be subject to the detailed terms and conditions of the Express Terms, to which reference is hereby made. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with shares of Common Stock for the Depositary Shares called for redemption, a new receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock deposited hereunder in accordance with the terms provisions of the Certificate, if the Certificate of Designationsprovides for such redemption, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not 40 nor more than 65 days prior to the Redemption Date (as defined below), 70 days' notice of the date of such proposed redemption of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall be accompanied by a certificate from the Corporation Company stating that such redemption of the Preferred Stock is in accordance with the provisions of the Certificate of DesignationsCertificate. Such notice, if given more than 60 days prior to the redemption date, shall be in addition to the notice required to be given for redemption pursuant to the Certificate. On the date of such redemption, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the any deposited shares of Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designationsthereon, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary shall mail notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the deposited shares of Preferred Stock to be redeemed by redeemed, first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Depository Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue accumulate and that conversion rights, if any, in respect thereof will terminate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the deposited shares of Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the deposited shares of Preferred Stock so called for redemption shall cease to accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by lotthe Depositary at a redemption price per Depositary Share equal to [SPECIFY FRACTION] of the redemption price per share paid in respect of the redeemed deposited shares of Preferred Stock plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Preferred Stock to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares evidenced by a single Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption, together with the redemption payment.

Redemption of Preferred Stock. Whenever Simultaneously with the Corporation Closing, the Company shall redeem, and the Stockholders shall cause to be redeemed, all issued and outstanding preferred stock of the Company on or before the Effective Time in exchange for a portion of the Cash Consideration (the "Redemption"). Such Redemption shall be permitted in accordance with the Charter Documents of the Company and only after the applicable consent and authorization of the Board of Directors of the Company and the stockholders of the Company. The Preferred Stockholder shall elect execute and deliver a written consent to redeem the Redemption and full waiver of any of his rights under the Charter Documents of the Company or other instruments or agreements relating to his preferred stock of the Company. As of the date of the Redemption, the Preferred Stockholder shall cease to accrue dividends or hold any other rights associated with the preferred stock and the Preferred Stockholder shall only be entitled to receive the amount of the Redemption price without any interest. A written acknowledgement of the Redemption shall (i) set forth the number of shares of Preferred Stock preferred stock of the Company redeemed, (ii) acknowledge the cancellation and extinguishment thereby of all issued and outstanding shares of preferred stock, and (iii) set forth the terms of repayment (including any accrued dividends) such terms to be in accordance with the terms set forth on EXHIBIT 2.1(E). Upon the Redemption of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice preferred stock of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceCompany, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; preferred stock shall thereby be automatically cancelled and extinguished and no longer deemed outstanding for any purpose, and (ii) the number of Depositary Shares to there shall be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment no other issued and outstanding capital stock of the redemption price; and (v) that dividends in respect Company other than the common stock of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotCompany.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms provisions of the Certificate of DesignationsCertificate, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not 40 nor more than 65 days prior to the Redemption Date (as defined below), 70 days' notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall be accompanied by a certificate from the Corporation Company stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of DesignationsCertificate. Such notice, if given more than 60 days prior to the redemption date, shall be in addition to the notice required to be given for redemption pursuant to the Certificate. On the date of such redemption, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock held by the Depositary to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designationsthereon, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by redeemed, first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue accumulate on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (subject to rounding to avoid fractions of the Depositary Shares) as may be determined by the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the shares of Preferred Stock so called for redemption shall cease to accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price, including any accrued and unpaid dividends thereon) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require) in accordance with such notice, such Depositary Shares shall be redeemed by lotthe Depositary at a redemption price per Depositary Share equal to one one-[thousandth] of the redemption price per share paid in respect of the shares of Preferred Stock, plus accrued and unpaid dividends thereon to the date fixed for redemption. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of DesignationsStock, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not more than 65 days 30 days’ prior to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be so redeemed and the applicable redemption price, which including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice shall be accompanied by a certificate from of the Corporation stating that such redemption of Preferred Stock is in accordance with and the provisions proposed simultaneous redemption of the Certificate Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of Designationssuch Preferred Stock and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. On the date of such redemption, provided the Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Stock; provided, that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon payable with respect thereto to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersredemption. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either determined pro rata or by lotany other equitable method determined by the Company that will not result in a violation of the Ownership Limits. Notice having been mailed as aforesaid, from and after the redemption date (unless the Company shall have failed to provide the funds necessary to redeem the shares of Preferred Stock underlying the Depositary Shares called for redemption), all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the shares of Preferred Stock as the fraction each Depositary Share represents of a share of Preferred Stock plus the same fraction of all money and other property, if any, underlying such Depositary Shares, including all amounts paid by the Company in respect of accrued and unpaid dividends to and including the redemption date on the shares of Preferred Stock to be so redeemed. The foregoing is further subject to the terms and conditions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption.

Redemption of Preferred Stock. 2.8.1 Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 fifteen (15) days and not more than 65 sixty-five (65) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of shares of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and accrued but unpaid dividends (without accumulation of any undeclared dividends) thereon to to, but excluding, the date fixed for redemptionRedemption Date, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary shall shall, if requested in writing, mail the notice of the Corporation’s redemption of shares of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the such shares of Preferred Stock to be redeemed by first-first class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depositary or by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 ten (10) days and not more than 60 sixty (60) days prior to the date fixed for redemption of such shares of Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency validity of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; and (iv) the place or places where Receipts evidencing representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata rata, by lot or by lotsuch other method in accordance with DTC’s procedures.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, Express Terms it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (Depositary in its capacity as defined below), Depositary notice of the date of such proposed redemption of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceStock, which notice shall (i) be given not less than three (3) Business Days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts, in the case of a redemption of all outstanding Depositary Shares, and not less than ten (10) calendar days prior to the date the Depositary is to mail notice of the redemption to the record holders of Receipts evidencing the Depositary Shares to be redeemed, in the case of a partial redemption of outstanding Depositary Shares, and (ii) be accompanied by a certificate from the Corporation Company stating that such redemption of the Preferred Stock is in accordance with the provisions of the Certificate of DesignationsExpress Terms. Such notice shall be in addition to the notice required for redemption pursuant to the Express Terms. On the date of any such redemptionredemption of Preferred Stock, provided that the Corporation Company shall then have paid or caused to be paid in full to deposited with the Depositary the redemption price shares of Common Stock as required pursuant to the Express Terms to be delivered in exchange for the Preferred Stock held by the Depositary to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem Notice having been mailed and published by the number Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mailit, postage prepaidas set forth in the Company's notice provided for in the preceding paragraph), not less than 30 days and not more than 60 days prior to the date fixed Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Preferred Stock and Depositary Shares (except the “Redemption Date”)right to receive the shares of Common Stock upon redemption and cash for any fractional share amount) shall, to the Record Holders extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed for shares of Common Stock and cash for any fractional share amount at a rate per Depositary Share equal to one hundredth of the number of shares of Common Stock (including fractional amounts) delivered upon redemption of a share of Preferred Stock pursuant to the Express Terms. The foregoing shall be subject further to the terms and conditions of the Express Terms. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the shares of Common Stock for the Depositary Shares called No fractional shares of Common Stock shall be issuable upon the redemption of Preferred Stock underlying the Depositary Shares. In lieu of any fractional share otherwise issuable in respect of the aggregate number of shares of Preferred Stock of any holder which are redeemed on any redemption date, the Company shall cause to be so delivered to such holder an amount in cash for such fractional share as provided in the Express Terms. Except with respect to a conversion of Depositary Shares which may occur pursuant to the Express Terms, the Depositary shall not be required (a) to execute and deliver, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at their respective last addresses as they appear the close of business on the records day of the Depositary; but neither failure to mail any such mailing of notice of redemption of Depositary Shares or (b) to one transfer or more such Holders nor exchange for another Receipt any defect in any notice of redemption of Receipt evidencing Depositary Shares to one called or more such Holders shall affect the sufficiency of the proceedings being called for redemption in whole or in part, except as to provided in the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number third paragraph of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotthis Section 2.3.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of The Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to may be redeemed, in whole or in part, at the option of the corporation, by vote of its Board of Directors, at any time or from time to time, at the par value thereof plus an the amount equal to of any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with such sum being hereafter referred to as the provisions redemption price. In the case of the Certificate redemption of Designationsa part only of the outstanding Preferred Stock, the Depositary corporation shall redeem designate by lot, in such manner as the number Board of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of Directors may determine, the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock shares to be redeemed by first-class mailredeemed, postage prepaid, not less than or shall effect such redemption pro rata. At least 30 days and not more than 60 days prior to the date fixed for redemption redemption, a written notice shall be mailed to each holder of such record of Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, postage prepaid, addressed to such holder at their respective last addresses his post office address as they appear shown on the records of the Depositary; but neither failure corporation, notifying such holder of the election of the corporation to mail any redeem such shares, stating the date fixed for redemption thereof, and calling upon such holder to surrender to the corporation on such date, at the place designated, his certificate or certificates representing the number of shares specified in such notice of redemption of Depositary Shares to one redemption. On or more after the date fixed in such Holders nor any defect in any notice of redemption redemption, each holder of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares Preferred Stock to be redeemed andshall present and surrender his certificate or certificates at the place designated in such notice, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) and thereupon the redemption price of such shares shall be payable to or on the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment order of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue person whose name appears on such Redemption Datecertificate or certificates as the owner thereof, and each surrendered certificate shall be canceled. In case less than all of the outstanding Depositary Shares shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the date fixed in any such notice as the date of redemption, all dividends on the Preferred Stock designated for redemption in such notice shall cease to accrue, and all rights of the holders thereof as shareholders of the corporation, except the right to receive the redemption price, shall cease and terminate, and such shares shall not thereafter be transferred on the books of the corporation, and shall not be deemed to be redeemedoutstanding for any purpose whatsoever. The amount of capital stock with which this corporation will commence business is One Thousand Dollars ($1,000.00), being One Hundred (100) shares of Common Stock of the Depositary Shares to be so redeemed shall be selected either pro rata or by lotpar value of Ten Dollars ($10.00).

Redemption of Preferred Stock. Whenever Except in connection with (i) the Ownership Limits in the Certificate of Incorporation to preserve the Corporation’s qualification as a REIT or (ii) the Special Optional Redemption Right discussed below, shares of the Preferred Stock generally are not redeemable prior to October 5, 2017. On or after October 5, 2017, the Corporation shall be permitted and shall may elect at any time to redeem shares of deposited Preferred Stock for cash. Additionally, upon the occurrence of a Change of Control (as defined in accordance with the terms of the Certificate of Designations), the Corporation shall have a Special Optional Redemption Right to redeem the Preferred Stock within 120 days after the first date on which Change of Control occurred for cash as described in the Certificate of Designations. If the Corporation elects to exercise either its basic redemption right or the Special Optional Redemption Right described in the preceding sentence, it shall in either case (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not more than 65 days 30 days’ prior to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be so redeemed and the applicable redemption price, which including the amount of all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice shall be accompanied by a certificate from of the Corporation stating that such redemption of Preferred Stock is in accordance with and the provisions proposed simultaneous redemption of the Certificate Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of Designationssuch Preferred Stock and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. On the date of any such redemption, provided the Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Stock; provided, that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared all accrued and unpaid dividends (without accumulation payable with respect thereto to, but not including, the date of any undeclared dividends) thereon such redemption. Notwithstanding anything herein to the date fixed for redemptioncontrary, in accordance with the provisions however, holders of the Certificate of Designations, the Depositary shall redeem the number record of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice at the close of business on a record date set for dividends on the Corporation’s redemption underlying shares of Preferred Stock and will receive the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear dividend payable on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered corresponding date set for payment of such dividend notwithstanding the redemption price; of those shares after such record date and (v) that dividends in respect of the Preferred Stock represented by on or prior to such Depositary Shares to be redeemed will cease to accrue on such Redemption Datedividend payment date. In case less If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either determined pro rata or by lotany other equitable method determined by the Corporation that will not result in a violation of the Ownership Limits. Notice having been mailed as aforesaid, from and after the redemption date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Preferred Stock underlying the Depositary Shares called for redemption), all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to, but not including, the applicable redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the shares of Preferred Stock as the fraction each Depositary Share represents of a share of Preferred Stock plus the same fraction of all money and other property, if any, underlying such Depositary Shares, including all amounts paid by the Corporation in respect of accrued and unpaid dividends to, but not including, the redemption date on the shares of Preferred Stock to be so redeemed. The foregoing is further subject to the terms and conditions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever At or promptly following the Closing, Surviving Corporation (i) shall be permitted deliver to the holders of the Company’s Series D 6% Convertible Cumulative Preferred Stock, par value $.001 per share, of the Company (“Series D Preferred Stock”), (except for such shares that are not redeemable at the election of the Company), and shall elect to redeem shares the holders of the Company’s Series E 7% Cumulative Preferred Stock Stock, par value $.001 per share, of the Company (“Series E Preferred Stock,” and together with the Series D Preferred Stock, the “Preferred Stock,” and together with the Common Stock, the “Shares”) a notice of redemption in accordance with the terms of the Certificate of Designations, it Preferred Stock; and (ii) shall (unless otherwise agreed to in writing with cause the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice redemption of the date of such proposed redemption Preferred Stock in accordance with its terms. To the extent shares of Preferred Stock are not so redeemed, such shares shall be converted into and become the right to receive in cash a pro rata portion of the number Redemption Amount (based upon the portion of such the Redemption Amount applicable to the appropriate series, and with the Redemption Amount calculated as if all shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is were redeemable), with interest to the Effective Time, payable in accordance with the provisions of the Certificate of Designationsprocedures set forth in Section 2.04 hereof (hereinafter, “Converted Preferred”). On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full Prior to the Depositary Closing, the redemption price Company and the holders of the Preferred Stock to may agree that all Preferred Stock shall be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemptiontreated as Converted Preferred, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of which case no Preferred Stock shall be redeemed and the proposed simultaneous redemption of the number of Depositary Shares representing the all Preferred Stock shall be Converted Preferred. All Converted Preferred shall no longer be outstanding and shall automatically be cancelled, and each certificate previously representing any such shares shall thereafter represent the right to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to receive the date fixed for redemption of such Preferred Stock and Depositary Shares consideration set forth in this Section 2.01(b) (the “Redemption DateConverted Preferred Consideration”). Payment of the Redemption Amount, including the Converted Preferred Consideration, shall be subject to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared receipt by the Corporation Company and shall state: (i) the Redemption Date; (ii) Parent of an indemnification agreement from the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect record holders of the Preferred Stock, substantially in the form heretofore delivered to Company in the case of certain distributions on Preferred Stock represented by such Depositary Shares the Company (copies of which indemnification agreements have been made available to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotParent).

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon that, pursuant to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, are payable upon redemption, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lotlot (or, if the Depositary Receipts are then in the form of Global Registered Receipts, in accordance with the applicable procedures of DTC in compliance with the then-applicable rules of the New York Stock Exchange).

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock deposited hereunder in accordance with the terms provisions of the Certificate, if the Certificate of Designationsprovides for such redemption, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not 40 nor more than 65 days prior to the Redemption Date (as defined below), 70 days' notice of the date of such proposed redemption of the Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of DesignationsStock. On the date of such redemption, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the any deposited shares of Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designationsthereon, the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock. The Depositary shall mail notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the deposited shares of Preferred Stock to be redeemed redeemed, by first-class mail, mail postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Depository Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the redemption price or the manner of its calculationprice; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue accumulate and that conversion rights, if any, in respect thereof will terminate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata as may be determined by the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the deposited shares of Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the deposited shares of Preferred Stock so called for redemption shall cease to accrue and accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by lotthe Depositary at a redemption price per Depositary Share equal to [SPECIFY FRACTION] of the redemption price per share paid in respect of the redeemed deposited shares of Preferred Stock plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Preferred Stock to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares evidenced by a single Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption, together with the redemption payment.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of DesignationsStock, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, Depositary not less than 35 days and not more than 65 days 30 days' prior to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be so redeemed and the applicable redemption price, which including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice shall be accompanied by a certificate from of the Corporation stating that such redemption of Preferred Stock is in accordance with and the provisions proposed simultaneous redemption of the Certificate Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of Designationssuch Preferred Stock and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. On the date of such redemption, provided the Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Stock; provided, that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared accrued and unpaid dividends (without accumulation of any undeclared dividends) thereon payable with respect thereto to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersredemption. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either determined pro rata or by lotany other equitable method determined by the Company that will not result in a violation of the Ownership Limits. Notice having been mailed as aforesaid, from and after the redemption date (unless the Company shall have failed to provide the funds necessary to redeem the shares of Preferred Stock underlying the Depositary Shares called for redemption), all dividends on the shares of Preferred Stock so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the shares of Preferred Stock as the fraction each Depositary Share represents of a share of Preferred Stock plus the same fraction of all money and other property, if any, underlying such Depositary Shares, including all amounts paid by the Company in respect of accrued and unpaid dividends to and including the redemption date on the shares of Preferred Stock to be so redeemed. The foregoing is further subject to the terms and conditions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption.

Redemption of Preferred Stock. Whenever the Corporation shall be permitted and Company shall elect to redeem shares of Preferred Stock for shares of its Common Stock, $1.00 par value per share ("Common Stock"), in accordance with the terms of the Certificate of DesignationsExpress Terms, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to Depositary in its capacity as Depositary the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held required by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred StockDeposit Agreement. The Depositary shall mail mail, first class postage prepaid, notice of the Corporation’s such redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock held by the Depositary to be redeemed by first-class mail, postage prepaidredeemed, not less than 30 days 15 and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “"Redemption Date”"), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed redeemed, at their respective last the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of that all outstanding Depositary Shares are to be redeemed andor, if less than all the Depositary Shares held by any such Holder holder are to be redeemed, the number of such Depositary Shares shares held by such Holder holder to be so redeemed; (iiiiii)(A) the number of shares of Common Stock deliverable upon redemption price or of each Depositary Share pursuant to the manner Express Terms, and the Current Market Price used to calculate such number of its calculationshares of Common Stock, (B) the number of shares of Common Stock deliverable upon redemption of each Depositary Share pursuant to the Express Terms and (C) the higher of the numbers of shares of Common Stock specified in clauses (iii)(A) and (iii)(B); (iv) the Call Price and the portion thereof applicable to each of the Depositary Shares; (v) the Optional Conversion Rate (calculated in accordance with the Express Terms) and the resulting optional conversion rate applicable to the Depositary Shares, together with a statement that all conversion rights with respect to the Depositary Shares called for redemption will terminate immediately prior to the close of business on the date fixed for redemption; (vi) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceredemption; and (vvii) that dividends in respect of the shares of Preferred Stock represented by such the Depositary Shares to be redeemed will cease to accrue on accumulate from and after such Redemption Date. Any such notices shall be mailed in the same manner as notices of redemption of the Preferred Stock are required to be mailed pursuant to the Express Terms and published in the same manner as notices of redemption of the Preferred Stock are required to be published pursuant to said section, if so required. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by lot or pro rata (as nearly as may be) or by lotany other equitable method determined by the Depositary to be consistent with the method determined by the Board of Directors of the Company with respect to the Preferred Stock. Notice having been mailed and published by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Preferred Stock to be redeemed by it, as set forth in the Company's notice provided for above), the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock upon redemption and cash for any fractional share amount) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed for shares of Common Stock and cash for any fractional share amount at a rate per Depositary Share equal to one hundredth of the number of shares of Common Stock (including fractional amounts) delivered upon redemption of a share of Preferred Stock pursuant to the Express Terms. The foregoing shall be subject to the detailed terms and conditions of the Express Terms, to which reference is hereby made. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with shares of Common Stock for the Depositary Shares called for redemption, a new receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.