Common use of Preferred Stock Clause in Contracts

Preferred Stock. The Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Preferred Stock. The Company shall also cause notice Underwriting Agreement , 19.. To the Representatives of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described several Underwriters named in the immediately preceding paragraph respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time Forest City Enterprises, Inc., an Ohio corporation (the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date"Company"), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date proposes to enter into one or more Pricing Agreements (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth each a "Pricing Agreement") in the Company's notice provided for in form of Annex I hereto, with such additions and deletions as the preceding paragraph)parties thereto may determine, all dividends in respect of the shares of Class E Preferred Stock called for redemption shall cease to accrueand, 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 cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemptionstated herein and therein, the Depositary will deliver to issue and sell to the holder of such Receipt upon its surrender firms named in Schedule I to the Depositary, together applicable Pricing Agreement (such firms constituting the "Underwriters" with payment respect to such Pricing Agreement and the securities specified therein) certain shares of its Preferred Stock without par value (the cash redemption price for and all other amounts payable in respect "Shares") which may be represented by depositary shares (the "Depositary Shares") deposited against delivery of Depositary Receipts (the "Depositary Shares called for redemption, a new Receipt Receipts") evidencing the Depositary Shares evidenced which are to be issued by the depositary specified in Schedule II to such Pricing Agreement (the "Depositary"), under a deposit agreement, dated the date specified in Schedule II to such Pricing Agreement, among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Share will represent beneficial ownership of the fraction of a share of Preferred Stock, as specified in Schedule II to such Pricing Agreement. The shares of Preferred Stock or the Depositary Shares representing such shares specified in such Pricing Agreement, as the case may be, are referred to as the "Firm Shares" with respect to such Pricing Agreement and the shares of Preferred Stock represented by such prior Receipt Pricing Agreement are referred to as the shares of "Designated Preferred Stock" with respect to such Pricing Agreement. If specified in such Pricing Agreement, the Company may grant the Underwriters the right to purchase at their election an additional number of shares of Preferred Stock or Depositary Shares, as the case may be, specified as provided in such Pricing Agreement as provided in Section 3 hereof (the "Optional Shares"). The Firm Shares and not called for redemptionthe Optional Shares, if any, which the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively referred to as the "Designated Shares". The Designated Preferred Stock may be convertible into shares of Class A Common Stock of the Company (the "Stock"), as specified in Schedule II to such Pricing Agreement. The securities so specified, if any, are referred to in such Pricing Agreement as the Designated Securities with respect to such Pricing Agreement. The terms and rights of any particular issuance of Designated Shares shall be as specified in the Pricing Agreement relating thereto.

Preferred Stock. The Each share of each series, if any, of Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days Preferred Stock issued and outstanding immediately prior to the cash redemption date. In Effective Time and held by Participating Rights Holders will be converted at the event that notice of redemption has been made as described in Effective Time into the immediately preceding paragraph and the Company shall then have paid in full right to receive (i) an amount equal to the Depositary Per Share Closing Payment that would otherwise be payable with respect to the cash redemption price number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible immediately prior to the Effective Time, (determined ii) the right to receive a portion of the funds deposited in escrow pursuant to Section 1.5(e) hereof, when such funds, if any, are released from escrow pursuant to the Articles Supplementary) terms of the Class E Preferred Stock deposited Escrow Agreement, (iii) the Per Share FDA Milestone Payment that would otherwise be payable with the Depositary respect to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing shares of Company Common Stock into which such Class E share of Company Preferred Stock so called for redemption by is convertible immediately prior to the Company Effective Time associated with the FDA Milestone Payment, when and from and after if such FDA Milestone Payment is made pursuant to Section 1.6, (iv) an amount equal to the cash redemption date (unless Per Share Contingent Payment that would otherwise be payable with respect to the Company shall have failed to redeem the number of shares of Class E Company Common Stock into which such share of Company Preferred Stock is convertible immediately prior to the Effective Time associated with each Sales Contingent Payment, when such payments, if any, are made pursuant to Sections 1.6 and 1.8 hereof and (v) an amount per share equal to the Per Share Recovery Payment Amount, that would otherwise be redeemed by it as set forth in payable with respect to the Company's notice provided for in the preceding paragraph), all dividends in respect number of the shares of Class E Company Common Stock into which such share of Company Preferred Stock called for redemption is convertible immediately prior to the Effective Time, when and if either the First Recovery Contingent Payment or the Second Recovery Contingent Payment is made in accordance with Sections 1.6 and 1.8 hereof. All shares of Company Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to accrueexist, the Depositary Shares called for redemption and each holder of a certificate representing any such shares of Company Preferred Stock shall be deemed no longer cease to be outstanding and all have any rights of the holders of Receipts evidencing such Depositary Shares (with respect thereto, except the right to receive the cash redemption price and any money or other property to which holders amounts described in this paragraph (b) at the times specified therefor, upon the surrender of such Receipts were entitled upon such redemption) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender certificate in accordance with said notice Section 2.2 and this Section 2.1. Notwithstanding the foregoing, a portion of any Contingent Payment otherwise attributable to the Receipts evidencing Company Preferred Stock may be deducted from such Depositary Shares (properly endorsed Contingent Payment and paid to the Stockholder Representative Committee as additional Committee Reimbursement Amount in accordance with Section 2.5 or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further made subject to the terms rights of Parent and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionSurviving Corporation under Section 1.8(h).

Preferred Stock. The Company Depositary shall also cause transmit notice of the Corporation’s redemption of shares of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series E Preferred Stock to be published redeemed by first-class mail, postage prepaid, or by such other method approved by the Depositary (in a newspaper of general circulation its reasonable discretion), in The City of New York at least once a week for two successive weeks commencing either case not less than 30 nor days and not more than 60 days prior to the cash date fixed for redemption date. In of such shares of Series E Preferred Stock and Depositary Shares (the event that “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at 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 has been made 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 described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary other Holders. Each such notice shall be prepared by the cash redemption price Corporation and shall state: (determined pursuant to i) the Articles SupplementaryRedemption Date; (ii) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing to be redeemed and, if less than all the Depositary Shares held by any such Class Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable Redemption Price; (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 Series E 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 or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series E Preferred Stock so called for redemption by the Company and shall cease to accrue from and after the cash redemption date such date, (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock called for redemption shall cease to accrue, ii) the Depositary Shares called for redemption being redeemed from such proceeds shall be deemed no longer to be outstanding and outstanding, (iii) all rights of the holders Holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemptionapplicable Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate. Upon , and (iv) upon surrender in accordance with said 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 cash redemption price of $100.00 per Depositary Share equal to 1/40th of the redemption price per share of Series E Preferred Stock so redeemed plus any other all money and other property payable property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of such Class E Preferred Stock. The foregoing shall be further subject to dividends in accordance with the terms and conditions provisions of the Articles SupplementaryCertificate 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 Holder of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price applicable Redemption Price for and all other amounts payable in respect of the Depositary Shares called for redemptionredeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Preferred Stock. The Company shall also cause notice (a) Issue any Preferred Stock or any Disqualified Stock, other than (i) any Preferred Stock which does not require any dividends, payments, redemptions or other distributions of redemption to be published in a newspaper of general circulation in The City of New York any kind until at least once a week one year after the later of the Revolving Credit Termination Date or the Term Loan Maturity Date, (ii) the existing Lobd▇▇▇ ▇▇▇ferred Stock and (iii) after the Covenant Reversion Date any other Preferred Stock or Disqualified Stock which meets all of the requirements for two successive weeks commencing not less the issuance by the Company of Subordinated Debt (i.e., all payments and other obligations thereunder are expressly subordinated and junior in right and priority of payment to the Obligations and other Indebtedness of such Person to the Lenders in manner and by agreement satisfactory in form and substance to the Administrative Agent and such Preferred Stock or Disqualified Stock is subject to such other terms and provisions, including without limitation maturities, covenants, defaults, rates and fees, acceptable to the Administrative Agent), and such Preferred Stock and Disqualified Stock allowed under this clause (iii) shall be treated as if it were Subordinated Debt for all purposes of this Agreement and is defined herein as "Permitted Disqualified Stock". (b) Make any amendment or modification to any Lobd▇▇▇ ▇▇▇ferred Stock Document, other than 30 nor more than 60 days the adjustment in the price of the Lobd▇▇▇ ▇▇▇ferred Stock made prior to the cash redemption date. In the event that notice Effective Date based on post closing adjustments and which do not result in any additional obligations of redemption has been made as described in the immediately preceding paragraph and Lobd▇▇▇ ▇▇ of the Company shall then have paid or any of its Restricted Subsidiaries, or enter into any other agreement or document relating thereto other than the documents listed on Schedule 4.18 or make, pay, declare or authorize any dividend, payment or other distribution with respect to any Preferred Stock or any dividend, payment or distribution in full connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any Preferred Stock other than as required under the Lobd▇▇▇ ▇▇▇ferred Stock Documents listed on Schedule 4.18; provided, however, that no dividend, payment or other distribution in respect to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited or dividend, payment or distribution in connection with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date)redemption, the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph)purchase, all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money retirement or other property to which holders acquisition, directly or indirectly, of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall , including those required under the Lobd▇▇▇ ▇▇▇ferred Stock Documents, will be further subject to the terms and conditions made if any Event of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionDefault exists under Section 7.1(a) or would be caused thereby.

Preferred Stock. The Company shall also cause By execution of this Agreement, each Major --------------- Stockholder which or who is an owner of shares of Radish Preferred Stock hereby waives (i) any right to advance notice of redemption the Merger or the transactions contemplated thereby (including consummation of the Merger) to be published in a newspaper which such Major Stockholder may have been entitled under the Certificate of general circulation in The City Incorporation of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days Radish or any agreement and (ii) any right to an appraisal to which such Major Stockholder may have been entitled under the Certificate of Incorporation or any agreement. It is further understood and agreed that Radish may renegotiate the exercise price of certain warrants presently owned by Packard ▇▇▇▇ prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) Effective Time of the Class E Preferred Stock deposited with Merger. The Major Stockholders hereby waive any right to adjustment of the Depositary conversion ratio applicable to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the holder's shares of Class E Radish Preferred Stock as a result of any modification of the exercise terms of the Packard ▇▇▇▇ Warrants. Each Major Stockholder elects to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph)convert, on a one-for-one basis, all dividends in respect shares of Series A Preferred, Series B Preferred and Series C Preferred and 74.35% of the shares of Class E Series D Preferred Stock called held by such Major Stockholder effective immediately prior to the Effective Time of the Merger. Radish hereby agrees to take any and all actions necessary or appropriate to cause all outstanding shares of Series A Preferred, Series B Preferred and Series C Preferred and 74.35% percent of the outstanding shares of Series D Preferred to convert on a one-for-one basis into shares of Radish Common effective immediately prior to the Effective Time. SystemSoft and the Company agree that for redemption shall cease to accruepurposes of exchanging SystemSoft Common for Radish Common as a result of the Merger, a share certificate of Radish Preferred (other than share certificates representing shares of Series D Preferred issued and outstanding at the Depositary Shares called for redemption Effective Time) shall be deemed to represent the like number of shares of Radish Common, it being understood that no longer to be outstanding share certificates representing the Radish Common into which the Series A Preferred, Series B Preferred and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 Series C Preferred has been converted shall be redeemed at issued by Radish. Furthermore, each Major Stockholder agrees that the Merger will constitute a cash redemption price liquidation event under Red's Certificate of $100.00 per Depositary Share plus any other money Incorporation and other property payable in respect that only those shares of such Class E Series D Preferred Stock. The foregoing that have not been converted into shares of Radish Common, as provided above, shall be further subject entitled to any preferred stock liquidation preference in connection with the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionMerger.

Preferred Stock. The (i) If the Company shall also cause notice pays a dividend or distribution upon the Series A Preferred Stock in cash including any payment made upon a redemption of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and Series A Preferred Stock, then the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver pay to the holder of this Warrant, at the time of payment thereof, the amount of cash which would have been paid to such Receipt upon its surrender holder had this Warrant been fully exercised as of the date hereof. Upon the Company's redemption of Series A Preferred Stock, the Warrant shall be deemed exercised and shall terminate with respect to the DepositarySeries A Preferred Stock subject to such redemption. (ii) Notwithstanding the foregoing, together with payment immediately prior to the conversion of Series A Preferred Stock (as provided in the Certificate of Incorporation of the cash redemption price for Company) and all other amounts payable at every Dividend Accrual Date (as defined in respect the Certificate of Incorporation of the Depositary Company) for which dividends accrue on the Series A Preferred Stock but are not paid, the Preferred Warrant Shares called for redemptionwhich this Warrant is exercisable shall be increased by the number of shares of Series A Preferred Stock determined by a fraction, a new Receipt evidencing (x) the Depositary numerator of which is the dollar amount of the dividend that would have accrued on the Preferred Warrant Shares evidenced by had this Warrant been fully exercised as of the date hereof and (y) the denominator of which is the Series A Issue Price. If the Preferred Warrant Shares for which this Warrant is exercisable are increased pursuant to this Section 3(B)(ii) for any Dividend Accrual Date, then no cash payments shall be made pursuant to Section 3(B)(i) hereof due to cash dividends which were paid in arrears with respect to any such prior Receipt and not called for redemptionDividend Accrual Date.

Preferred Stock. The Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice the Company proposes to issue any shares of redemption has been made Company Preferred Stock, the terms of such Company Preferred Stock and the terms of conversion of such Company Preferred Stock into securities of Purchaser shall be mutually acceptable to the Company and the Purchaser. If applicable, the rights, preferences, privileges and limitations to be set forth in a certificate of designation relating to any Purchaser Preferred Stock shall be mutually acceptable to the Company and the Purchaser. The certificate of designation for such Purchaser Preferred Stock shall be filed with the Secretary of State of Delaware as described part of the Certificate of Merger. Notwithstanding the foregoing, this Section 1.10(g) shall not apply to the Company Preferred Stock (and any in-kind dividends thereon) to be issued pursuant to (i) those certain subscription agreements dated on or about April 14, 2023, in connection with the immediately preceding paragraph acquisition of assets of Red Rock Biofuels LLC, and (ii) the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Delaware Secretary of State’s office on April 6, 2023.” (e) Section 1.11(a) of the Agreement shall be amended to read as follows: (a) Prior to the Effective Time, the Purchaser shall appoint its transfer agent, Continental Stock Transfer & Trust Company, or another agent reasonably acceptable to the Company (the “Transfer Agent”), for the purpose of issuing the Purchaser Securities issuable as the Merger Consideration. At or prior to the Effective Time, the Purchaser shall instruct the Transfer Agent to issue the Purchaser Securities representing the Merger Consideration to issue such shares in accordance with written instructions from the Company. All stock certificates representing Company Stock prior to the Recapitalization shall be cancelled and the Company shall then have paid in full instruct the Transfer Agent to issue to the Depositary the cash redemption price (determined Company’s stockholders such number of shares of Purchaser Securities as are issuable pursuant to this Section 1, such shares shall be issued on a book entry basis, and the Articles SupplementaryTransfer Agent shall provide to each Company Stockholder advise as to the number of shares owned by such Company Stockholder and any legends relating to such shares.” (f) Section 1.11(b) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption Agreement shall be deemed no longer amended to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.read as follows:

Preferred Stock. The Company Depositary shall also cause transmit notice of the Corporation’s redemption of shares of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series F Preferred Stock to be published redeemed, at the sole expense of the Corporation, by first-class mail, postage prepaid, or by such other method approved by the Depositary (in a newspaper of general circulation its reasonable discretion), in The City of New York at least once a week for two successive weeks commencing either case not less than 30 nor days and not more than 60 days prior to the cash date fixed for redemption date. In of such shares of Series F Preferred Stock and Depositary Shares (the event that “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at 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 has been made 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 described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary other Holders. Each such notice shall be prepared by the cash redemption price Corporation and shall state: (determined pursuant to i) the Articles SupplementaryRedemption Date; (ii) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed and, if less than all the Depositary Shares held by it as set forth in any such Holder are to be redeemed, the Company's notice provided number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for in payment of the preceding paragraph), all redemption price; and (v) that dividends in respect of the shares of Class E Series F Preferred Stock called for redemption shall represented by such Depositary Shares to be redeemed will cease to accrueaccrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares called for redemption to be so redeemed shall be deemed selected either pro rata or by lot. The Corporation acknowledges and agrees that Depositary’s ability to pay the Redemption Price plus accrued but unpaid dividends to Holders in a timely manner is dependent on timely receipt by the Depositary (or the financial institutions designated by the Depositary) of cash in an aggregate amount sufficient to pay such cash no longer later than 24 hours prior to the date of expected payment and the Depositary shall be excused from any failure to meet its obligations to provide or cause to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) shall, provided timely payments to the extent the Corporation fails to provide such cash no later than 24 hours to the Depositary (or the financial institutions designated by the Depositary) as reasonably necessary for the provision of such Depositary Shares, cease and terminatepayment. Upon surrender in accordance with said notice Cash payments received from the Corporation less than 24 hours prior to payment of the Receipts evidencing such Depositary Shares (properly endorsed cash to Holders may incur additional rush processing fees. Notice having been mailed or assigned for transfer, if transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E have failed to provide the funds necessary to redeem the Series F Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares Stock 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.for

Preferred Stock. The Company shall also cause notice "Fully Diluted Number of redemption to be published in a newspaper Shares of general circulation in The City InfoGation Series B-1 Stock" means the aggregate number of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days shares of InfoGation Series B-1 Preferred Stock outstanding immediately prior to the cash redemption dateEffective Time. In The "Series B-1 Preferred Stock Earnout" shall be the fraction (x) having a numerator equal to 15% of any quarterly license royalty revenue payments (for contracts with total license royalty revenue of at least $20 per unit) received by BSQUARE from Clarion Co., Ltd. ("Clarion Co."), Clarion Corporation of America ("CCA") and/or any Affiliates (as defined in Section 3.16) of Clarion Co. or CCA (collectively, "Clarion"), in connection with licensing or similar arrangements with automobile manufacturers or automobile parts manufacturers where such arrangements involve the licensing by Clarion of InfoGation technology (the "Royalty Revenue Payments"), which shall be made in the form of unregistered BSQUARE Common Stock; provided, however, that in no event shall BSQUARE be required to issue any additional shares of BSQUARE Common Stock pursuant to the Series B-1 Preferred Stock Earnout in the event that notice the sum of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined aggregate number of shares of BSQUARE Common Stock issued pursuant to the Articles Supplementary) of the Class E Series B-1 Preferred Stock deposited with the Depositary Earnout, when added to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred BSQUARE Common Stock previously issued (or reserved for issuance) as consideration hereunder is equal to 19.9% of the outstanding shares of BSQUARE Common Stock as of the Effective Time. Upon the occurrence of such event, any remaining Royalty Revenue Payments shall be paid in cash. The BSQUARE Common Stock to be redeemed delivered as payment for the Royalty Revenue Payments shall be valued by it as set forth in determining the Company's notice provided for in average closing price of such stock over a 20-business-day period beginning 10 business days before the preceding paragraph), all dividends in respect end of each calendar quarter and ending 10 business days after the end of the quarter to which the applicable Royalty Revenue Payments pertain, and shall be made following BSQUARE's receipt from Clarion of 100% of the royalty revenue payments owing to BSQUARE for such quarter and (y) having a denominator equal to the Fully Diluted Number of Shares of InfoGation Series B-1 Preferred Stock. Any such shares of Class E BSQUARE Common Stock shall be delivered by or on behalf of BSQUARE to the former holders of InfoGation Series B-1 Preferred Stock called within 30 calendar days after the receipt by BSQUARE from Clarion of 100% of the royalty revenue payments owing to BSQUARE for redemption shall cease to accruesuch quarter. Notwithstanding the foregoing, the Depositary Shares called for redemption Series B-1 Preferred Stock Earnout shall be deemed no longer to be outstanding forever cease and all rights terminate on the earlier of (a) the date on which the holders of Receipts evidencing such Depositary Shares InfoGation B-1 Preferred Stock have received cash and/or shares of BSQUARE Common Stock with an aggregate value of $3,000,000 (except valued at the right time of issuance) from the Series B-1 Preferred Stock Earnout (and expressly excluding the BSQUARE Common Stock paid pursuant to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemptionthis Section 2.1(b)(i)(B)(2) 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 requireabove), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to or (b) five years from the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionEffective Time.

Preferred Stock. (a) The Company shall also cause notice designate a series of redemption preferred stock out of its currently authorized but unissued shares of preferred stock sufficient in number to convert the principal and accrued but unpaid interest of the Notes at the initial C/E Price. Such series shall be the Company's Redeemable Convertible 8% Cumulative Preferred Stock ("Preferred"). Such Preferred shall be entitled to a preference upon liquidation in an amount to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph agreed upon by Purchaser and the Company prior to such exchange. Such Preferred shall then have paid in full also be convertible into Common Stock of the Company at the option of the holder thereof at the rate of one share of Preferred for one share of common and the conversion price therefor shall be entitled to adjustment identical to the Depositary adjustment provided for the cash redemption price (determined pursuant to the Articles Supplementary) of the Class C/E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it Price as set forth in Section 2.11 hereof and as provided in Section 2.4 hereof (the Company's notice provided for "Conversion Price"). Dividends on the Preferred shall be in an amount equal to 8% per annum and shall be cumulative irrespective of whether declared or paid and are payable in cash or in "PIK" (as defined). Any dividend paid in PIK shall result in an 8% reduction in the preceding paragraph), all dividends in respect Conversion Price of the shares Preferred. (b) The Company shall have the right, subject to applicable law, to redeem the Preferred, in whole or in part, at a redemption price equal to the Conversion Price for such Preferred plus any cumulated but unpaid dividends on the Preferred. The Company shall designate the Preferred and file a Certificate of Class E Preferred Stock called for redemption shall cease Designation with terms and provisions consistent with those provided herein and otherwise acceptable to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing the Notes within thirty days of the date hereof. (c) The Company shall have the right at any time and from time to time after the expiration of the 60-day Temporary Reduced Warrant Exercise Period, to convert the Amount of the Notes into shares of its Preferred at the Conversion Price of the Preferred by notifying the holders of the Notes thereof in writing. Accrued but unpaid interest on the Notes shall be paid in cash in connection with any such Depositary Shares conversion. (except d) The holder of any shares of Preferred shall have the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) shall, sell to the extent Company, and the Company agrees to repurchase any shares of Preferred from such Depositary Shares, cease and terminate. Upon surrender in accordance with said holder upon notice thereof at any time after the date which is three years from the consummation of the Receipts evidencing such Depositary Shares ▇▇▇▇▇▇▇▇ financing arrangements with the Company (properly endorsed or assigned for transfer, if the Depositary shall so requireas defined in Section 4.2(iv) hereof), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Preferred Stock. (a) The Company shall also cause notice designate a series of preferred stock out of its currently authorized but unissued shares of preferred stock sufficient in number to convert the principal and accrued but unpaid interest of this Note at the Conversion Price. Such series shall be the Company's Redeemable Convertible 8% Cumulative Preferred Stock ("Preferred"). Such Preferred shall be entitled to a preference upon liquidation, shall be convertible into Common Stock of the Company at the option of the holder thereof at the rate of one share of Preferred for one share of Common Stock and the Conversion Price therefor shall be entitled to adjustment as provided for herein and in the Agreement (the "Conversion Price"). Dividends on the Preferred shall be in an amount equal to 8% per annum and shall be cumulative irrespective of whether declared or paid and are payable in cash or in "PIK" as defined in the Agreement. Any dividend paid in PIK shall result in an 8% reduction in the Conversion Price of the Preferred. (b) The Company shall have the right, subject to applicable law, to redeem the Preferred, in whole or in part, at a redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior price equal to the Conversion Price for such Preferred plus any cumulated but unpaid dividends on the Preferred. The Company shall designate the Preferred and file a Certificate of Designation with terms and provisions consistent with those provided herein and otherwise acceptable to the holders of the Notes within thirty days of the date hereof. (c) The Company shall have the right at any time and from time to time after the expiration of the 60-day Temporary Reduced Warrant Exercise Period, to convert the principal amount of the Notes into shares of its Preferred at the Conversion Price of the Preferred by notifying the holder of this Note thereof in writing. Accrued but unpaid interest on this Note shall be paid in cash redemption date. In in connection with any such conversion. (d) The holders of any shares of Preferred shall have the event that notice of redemption has been made as described in right to sell to the immediately preceding paragraph Company, and the Company shall then have paid in full agrees to repurchase any shares of Preferred from such holders upon notice thereof at any time after the Depositary date which is three years from the cash redemption price (determined pursuant to the Articles Supplementary) consummation of the Class E Preferred Stock deposited ▇▇▇▇▇▇▇▇ financing arrangements with the Depositary to be redeemed Company (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth defined in the Company's notice provided for in the preceding paragraphAgreement), all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Preferred Stock. At Closing Fortress shall deliver to DWHC Fortress Class B Convertible Preferred Stock having a value equal to the difference between (i) the Net Worth of DWHC on the Balance Sheet Date and (ii) the cash wired under subsection (b), above. The Company shall also cause notice Fortress Class B Convertible Preferred Stock will have a par value of redemption $100, a liquidation value of $100 and each share of preferred stock will be convertible into 10 shares of Fortress Common Stock. After conversion the Fortress Common Stock will not be subject to be published in a newspaper lock-up. The Class B Convertible Preferred Stockholders will have the right to convert all or part of general circulation in The City his Class B Convertible Preferred Stock to Fortress Common Stock at any time. Additionally, if a Holder chooses to convert after the first anniversary of New York at least once a week for two successive weeks commencing not the Closing, then, Fortress agrees that if the value of 10 shares of Fortress Common Stock is less than 30 nor more than 60 days prior $100 on the date of conversion, Fortress will give such cash or issue such additional Fortress Common Stock to Class B Convertible Preferred Stockholder to insure that he/she will receive value equal to $100 for each Class B Convertible Preferred Share converted. At Closing the Certificate of Designation of the Fortress Class B Convertible Preferred will be attached as Exhibit B, which shall conform to the cash redemption dateforegoing principal terms. In the event that notice The continuous offering of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined Fortress Common Stock pursuant to the Articles Supplementary) conversion rights of the Class E B Convertible Preferred Stock deposited will be registered under the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws effective promptly following the Closing and for so long as any of the Class B Convertible Preferred Stock shall remain unexercised. Fortress heretofore has filed, and the Securities and Exchange Commission ("SEC") has approved, a shelf registration statement on Form S-1 relating to the registration of an additional three million shares of common stock. Because the numbers used for the filing are "stale" as defined by the SEC, it is necessary to file with the Depositary most current quarter-ended financial information on file with SEC. Fortress hereby covenants to be redeemed (including do so promptly and use its best efforts to maintain the effectiveness of such registration with the SEC for so long as any accrued and unpaid dividends to of the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E B Convertible Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company issued hereunder shall have failed remain outstanding, subject to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth any future, temporary suspensions in the Company's notice provided for use thereof that may be necessary from time to time to effect an amendment thereof in compliance with the preceding paragraph), all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price 1933 Act and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionapplicable state securities laws.

Preferred Stock. The Company If any Receipts shall also cause notice remain outstanding after the date of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to termination, the Depositary thereafter shall discontinue the cash redemption price (determined pursuant to transfer of Receipts, shall suspend the Articles Supplementary) distribution of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date)holders thereof, and shall not give any further notices (other than notice of such termination) or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to the Preferred Stock, and shall continue to deliver Preferred Stock together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights, preferences, privileges or other property in exchange for Receipts surrendered to the Depositary. Subject to the provisions of the balance of this paragraph, at any time after the expiration of two years from the date of termination, the Depositary shall redeem may sell the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by then held hereunder at public or private sale at such place or places and upon such terms as it deems proper and may thereafter hold the Company and from and after the net proceeds of any such sale, together with any other cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed then held by it as set forth in hereunder, without liability for interest, for the Company's notice provided for in the preceding paragraph), all dividends in respect of the shares of Class E Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights pro rata benefit of the holders of Receipts evidencing which have not theretofore been surrendered. After making such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) shallsale, 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 be discharged from all obligations under this Deposit Agreement, except to account for such net proceeds and other cash. Subject to the provisions of the balance of this paragraph, upon the termination of this Deposit Agreement the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary and the Registrar, if any, under Sections 5.07 and 5.08 hereof. The Company shall be entitled to receive from the Depositary interest or other income, if any, earned on money so requireheld by the Depositary or otherwise held by the Depositary pursuant to any other section of this Deposit Agreement, and such interest or other income shall be paid by the Depositary to the Company upon request, but not more often than once in any quarter. Any such monies unclaimed by the holders of Receipts more than two years from the date of termination of this Deposit Agreement shall, upon request of the Company, be paid to it (together with such interest or other income not previously paid to the Company), and after such Depositary Shares payment, the holders of Receipts entitled to the funds so paid to the Company shall be redeemed at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stocklook only to the Company for payment without interest. The foregoing Depositary shall invest all such moneys in such fashion as may be further subject to agreed with the terms and conditions of Company, consistent with the Articles Supplementary. If fewer than all duties of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder holders of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionReceipts under this Deposit Agreement.

Preferred Stock. The Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) [________] shares of the Class E authorized and unissued Preferred Stock deposited of the Corporation are hereby designated “Series A Preferred Stock” with the Depositary following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to be redeemed (including any accrued and unpaid dividends to “Preferred Stock” in this Section 4.4 mean the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Series A Preferred Stock. The foregoing holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of the Corporation. (a) From and after the date of the issuance of any shares of Preferred Stock, dividends shall accrue at the rate per annum of 12% of the Original Issue Price (as defined below) for each share of Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) (the “Accruing Dividends”). The “Original Issue Price” shall mean, as to the Series A Preferred Stock, $10 per share. Accruing Dividends shall accrue from day to day, whether or not declared, and shall be further cumulative and shall be payable within fifteen business days (15) days after the end of each anniversary of the date of the original issuance of the Preferred Stock to each holder of Preferred Stock as of such date, provided that the Board of Directors shall be permitted to declare a dividend under applicable law. From the date hereof until the second anniversary of the date of the original issuance of the Preferred Stock, the Company may, at its option, pay all or part of the Accruing Dividends on the Preferred Stock by issuing and delivering additional Preferred Stock to the holders hereof (valuing such additional Preferred Stock at the Original Issue Price). The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation unless (in addition to the obtaining of any consents required elsewhere in this Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the terms event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and conditions (2) multiplying such fraction by an amount equal to the applicable Conversion Price (as defined below); provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one (1) class or series of capital stock of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemptionCorporation, the Depositary will deliver dividend payable to the holder holders of such Receipt Preferred Stock pursuant to this Section 4.4(a) shall be calculated based upon its surrender to the Depositary, together with payment dividend on the class or series of capital stock that would result in the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionhighest Preferred Stock dividend.

Preferred Stock. The Company shall also cause notice of redemption to be published As soon as practicable after the Effective Time (and in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less no event later than 30 nor more than 60 days prior to three (3) Business Days after the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption dateEffective Time), the Depositary Surviving Corporation shall redeem cause the number Paying Agent to mail to each Person that is, as of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the date, a holder of record of shares of Class E Preferred Stock to be redeemed by it as set forth in Stock, which shares shall, at the Company's notice provided for in the preceding paragraph)Effective Time, all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except represent the right to receive the cash redemption price and Conversion Amount: (A) a notice of conversion in the form set forth in the Certificate of Designations ("Notice of Conversion"); (B) a letter of transmittal, which shall include any money certifications the Surviving Corporation may reasonably request relating to any withholding obligations of the Surviving Corporation under the Code or other property to which holders applicable Tax law, and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree; and (C) instructions for effecting the conversion of such Receipts were entitled upon such redemption) shall, the shares of Preferred Stock in exchange for payment of the Conversion Amount. Upon delivery of the Notice of Conversion to the extent of such Depositary SharesSurviving Corporation, cease and terminate. Upon surrender in accordance together 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject delivery to the terms Paying Agent or the Surviving Corporation of a letter of transmittal, duly executed and conditions in proper form, with respect to such Notice of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemptionConversion, the Depositary will deliver and such other documents as may be reasonably required pursuant to such instructions, the holder of such Receipt upon its surrender shares of Preferred Stock shall be entitled to receive the DepositaryConversion Amount (without interest), together with and any share of Preferred Stock represented by such Notice of Conversion shall forthwith be cancelled. If payment of the cash redemption price for and all Conversion Amount is to be made to a Person other amounts payable than the Person in respect whose name any share of Preferred Stock is registered, it shall be a condition precedent of payment that the transfer of such share of Preferred Stock be properly documented in accordance with the requirements of the Depositary Shares called for redemptionCertificate of Designations and the Surviving Corporation, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Conversion Amount to a new Receipt evidencing Person other than the Depositary Shares evidenced registered holder of such share of Preferred Stock so converted and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon conversion of the shares of Preferred Stock. Until converted as contemplated hereby, each share of Preferred Stock outstanding shall be deemed at any time after the Effective Time to represent only the right to receive the Conversion Amount as contemplated by such prior Receipt this Agreement and not called for redemptionthe Certificate of Designations.

Preferred Stock. The Company Notice shall also cause be given by first class mail, postage prepaid, to each Holder of record of the Series C-2 Preferred Stock to be redeemed, at such Holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the place or places of payment and that payment will be made upon presentation of and surrender of the certificates evidencing the shares of Series C-2 Preferred Stock to be published redeemed. Any Notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the Holder of the Series C-2 Preferred Stock receives such Notice; and failure to give such notice by mail, or any defect in such Notice, to a newspaper Holder of general circulation any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any shares of Series C-2 Preferred Stock owned by other Holders to whom such Notice was duly given. On or after the date fixed for redemption as stated in The City such Notice, each Holder of New York the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at least once a week for two successive weeks commencing not the place designated in such Notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than 30 nor more than 60 days all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued without cost to the Holder thereof representing the unredeemed shares. If such Notice shall have been so mailed and if, on or prior to the cash redemption date. In date specified in such Notice, all funds necessary for such redemption shall have been set aside by the event that notice of redemption has been made as described Corporation, separate and apart from its other funds, in trust for the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) account of the Class E Preferred Stock deposited with holders of the Depositary shares so to be redeemed (as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for shares of the Series C-2 Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of the Series C-2 Preferred Stock with respect to which such Notice shall have been mailed and such funds shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such shares of the Series C-2 Preferred Stock so called for redemption shall forthwith cease and terminate, except the right of the Holders to receive out of the funds so set aside in trust the amount payable on the redemption thereof (including any an amount equal to accrued and unpaid dividends to the cash date of redemption) without interest thereon. The Holder of any shares of Series C-2 Preferred Stock redeemed upon any exercise of the Corporation's redemption date), right under this Section 5(b) shall not be entitled to receive payment of the Depositary Redemption Price for such shares until such Holder shall redeem cause to be delivered to the number of Depositary Shares place specified in the Notice (i) the certificate(s) representing such Class E shares of Series C-2 Preferred Stock so called for redemption by redeemed and (ii) transfer instrument(s) satisfactory to the Company Corporation and from and after the cash redemption date (unless the Company shall have failed sufficient to redeem the transfer such shares of Class E Series C-2 Preferred Stock to be redeemed by it as set forth in the Company's notice Corporation free of any adverse interests; provided for in that the preceding paragraph), all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further is subject to the terms and conditions other provisions of the Articles Supplementary. If fewer than all Corporation's certificate of incorporation or 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionCorporation's bylaws governing lost certificates generally.

Preferred Stock. The Company Depositary shall also cause transmit notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be published redeemed by first-class mail, postage prepaid, or by such other method approved by the Depositary (in a newspaper of general circulation its reasonable discretion), in The City of New York at least once a week for two successive weeks commencing either case not less than 30 nor days and not more than 60 days prior to the cash date fixed for redemption date. In of such shares of Series C Preferred Stock and Depositary Shares (the event that “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at 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 has been made 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 described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary other Holders. Each such notice shall be prepared by the cash redemption price Corporation and shall state: (determined pursuant to i) the Articles SupplementaryRedemption Date; (ii) of the Class E Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed and, if less than all the Depositary Shares held by it as set forth in any such Holder are to be redeemed, the Company's notice provided number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for in payment of the preceding paragraph), all redemption price; and (v) that dividends in respect of the shares of Class E Series C Preferred Stock called for redemption shall represented by such Depositary Shares to be redeemed will cease to accrueaccrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares called for redemption to be so redeemed 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 cash redemption price and any money selected either pro rata or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionlot.

Preferred Stock. The holders of the Series A Preferred Stock are entitled to an annual dividend of $2.00 per share, payable semi-annually but only when and if declared by the Board of Directors out of funds legally available therefor. Dividends on the Series A Preferred Stock are cumulative and accrue and accumulate. No dividends are to be paid or set apart for payment on the Common Stock, nor are any shares of Common Stock to be redeemed, retired or otherwise acquired for valuable consideration unless the Company has paid in full, or made appropriate provision for the payment in full of, all dividends which have then accumulated on the Series A Preferred Stock. Since the Company did not make cash dividend payments for eight semi-annual periods from the date of issuance of the Series A Preferred Stock, any holder of Series A Preferred Stock may elect, upon written notice to the Company, to be paid all or any part of such accrued and unpaid dividends, and any dividends which accrue but are not paid in cash within thirty days of the scheduled payment date thereafter, in shares of the Company's Common Stock. Accrued and unpaid dividends payable to holders of Series A Preferred Stock as of the date such holder elects to convert the Series A Preferred Stock into Common Stock may, at the Company's option, be paid by the Company's issuance of Common Stock to such holder. In all cases the number of shares of Common Stock to be received in lieu of accrued dividends shall be determined by dividing the aggregate amount of the accrued and unpaid dividends by the conversion rate of the Series A Preferred Stock in effect on the date of election. To date, the Company has paid no dividends on the Series A Preferred Stock, except for accrued dividends payable on Series A Preferred Stock which has been converted, all of which have been paid with Common Stock. The Company shall also cause notice does not presently intend to pay cash dividends on the Series A Preferred Stock. There were 1,733,000 of accrued and unpaid dividends on the Series A Preferred Stock as of March 31, 1998. Dividends on the Series A Preferred Stock currently accrue at the rate of $216,000 per year. Each share of Series A Preferred Stock is convertible at any time prior to redemption. For purposes of conversion, each share of Series A Preferred Stock is deemed to have a value of $25.00. The Series A Preferred Stock is convertible into Common Stock at a conversion rate of $11.00 per share of Common Stock. The conversion rate will be adjusted upon the Company's payment of dividends on its Common Stock in Common Stock, the subdivision or reduction of the Company's outstanding Common Stock, the reclassification of the Common Stock or the merger or consolidation of the Company, provided, however, that no such adjustment to the conversion rate will be made unless the net effect on the conversion price per share of all such events is at least $.50 in the aggregate. The Company may at any time, redeem the whole or any part of the Series A Preferred Stock then outstanding at a redemption price of $25.00 per share, plus in each case a sum equal to all accumulated and unpaid dividends thereon through the date fixed for redemption. In case of redemption of only part of the Series A Preferred Stock at any time outstanding, the Company shall designate the amount of Series A Preferred Stock so to be published in redeemed and shall redeem such Series A Preferred Stock on a newspaper pro rata basis. Subject to certain limitations, the Board of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior Directors shall have the power and authority to prescribe the cash redemption dateterms and conditions upon which the Series A Preferred Stock shall be redeemed from time to time. In the event that notice of redemption has been made as described any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock will be entitled to receive in cash out of the immediately preceding paragraph and assets of the Company Company, whether from capital or from earnings, available for distribution to its stockholders, before any amount shall then have be paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) holders of the Class E Common Stock, the sum of $25.00 per share of Series A Preferred Stock deposited with the Depositary Stock, plus an amount equal to be redeemed (including any accrued all accumulated and unpaid dividends thereon through the date fixed for payment of such distributive amount. All shares of Common Stock are of junior rank to the cash redemption date), the Depositary shall redeem the number of Depositary Shares representing such Class E Series A Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 preferences as to dividends, distributions and payments upon the liquidation, dissolution or winding up of Class E Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all Company. The rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) shall, Common Stock are subject to the extent of such Depositary Shares, cease preferences and terminate. Upon surrender in accordance with said notice relative rights 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Series A Preferred Stock. The foregoing shall be further subject to Company may authorize and issue additional or other Preferred Stock which is of equal rank with the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable Series A Preferred Stock in respect of the Depositary Shares called preferences as to dividends, distributions and payments upon the liquidation, dissolution or winding up of the Company; provided, however, that for redemptionso long as any Series A Preferred Stock remains outstanding, the Company shall not issue any capital stock which is more senior in rank than the Series A Preferred Stock in respect of the foregoing preferences or which shall have greater voting rights than the Series A Preferred Stock. In the event of a new Receipt evidencing merger or consolidation of the Depositary Shares evidenced by such prior Receipt Company with or into another corporation, the Series A Preferred Stock shall maintain its relative powers, designations and not called for redemptionpreferences.

Preferred Stock. The Company Depositary shall also cause mail, first class postage prepaid, notice of the redemption of Series F Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Series F Preferred Stock to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing redeemed, not less than 30 nor and not more than 60 days prior to the cash date fixed for redemption date. In of such Series F Preferred Stock and Depositary Shares (the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full "Redemption Date"), to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) record holders of the Class E Preferred Stock deposited with Receipts evidencing the Depositary Shares to be redeemed so redeemed, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any notice to one or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. Each such notice shall state: (including any accrued and unpaid dividends to i) the cash redemption date), the Depositary shall redeem Redemption Date; (ii) the number of Depositary Shares representing to be redeemed and, if less than all the Depositary Shares held by any such Class E holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the redemption price (as set forth in the Certificate of Designations); (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the shares of Series F Preferred Stock so called for redemption represented by the Depositary Shares to be redeemed will cease to accumulate on such Redemption Date. Notices shall be mailed by the Company and pursuant to the Certificate of Designations. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro rata (as nearly as may be) or by 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 Series F Preferred Stock. Notice having been mailed as aforesaid, from and after the cash redemption date Redemption Date (unless the Company shall have failed to redeem the shares of Class E Series F Preferred Stock to be redeemed by it it, as set forth in the Company's notice provided for in the preceding paragraph), all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemptionconsideration) 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 as the Depositary shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $100.00 rate per Depositary Share plus any other money and other property payable in respect equal to 1/10 of such Class E the amount of cash delivered upon redemption of a share of Series F Preferred Stock. The foregoing shall be further subject Stock pursuant to the terms and conditions Certificate of the Articles SupplementaryDesignations. 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 payment the amount of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Preferred Stock. The Company On and after the second anniversary of the Issue Date relating to shares of Convertible PIK Preferred Stock, dividends on such Convertible PIK Preferred Stock shall also cause notice be paid only in cash. Dividend payments made in shares of redemption Convertible PIK Preferred Stock shall be made by issuing shares (or fractions thereof) with an aggregate Liquidation Value equal to the amount of such dividends. All dividends paid with respect to shares of Convertible PIK Preferred Stock pursuant to this Section III shall be published paid pro rata to the holders entitled thereto. All shares of Convertible PIK Preferred Stock issued as a dividend will thereupon be duly authorized, validly issued, fully paid and nonassessable. Holders of Convertible PIK Preferred Stock will not be entitled to any dividends, whether payable in cash, property or stock, in excess of the full cumulative dividends provided for herein. Dividend payments which are in arrears shall bear interest at an annual rate of 8.5%, compounded quarterly from the date of the related Dividend Payment Date to the date such dividend is paid. Dividends payable on the Convertible PIK Preferred Stock for the first quarterly dividend period following the Issue Date (or any other dividend payable for a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not period less than 30 nor more than 60 days prior to a full quarterly period) shall be computed on the cash redemption basis of a 360-day year of twelve 30-day months. In the case of shares of Convertible PIK Preferred Stock issued on the Issue Date, dividends shall accrue and be cumulative from such date. In the event that notice case of redemption has been made shares of Convertible PIK Preferred Stock issued as described a dividend on shares of Convertible PIK Preferred Stock, dividends shall accrue and be cumulative from the Dividend Payment Date in respect of which such shares were issued as a dividend. Each fractional share of Convertible PIK Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Convertible PIK Preferred Stock pursuant to this Section III, and all such dividends with respect to such outstanding fractional shares shall be cumulative and shall accrue (whether or not declared), and shall be payable in the immediately preceding paragraph same manner and at such times as provided for in this Section III with respect to dividends on each outstanding share of Convertible PIK Preferred Stock. Each fractional share of Convertible PIK Preferred Stock outstanding shall also be entitled to a ratably proportionate amount of any other distributions made with respect to each outstanding share of Convertible PIK Preferred Stock, and all such distributions shall be payable in the same manner and at the same time as distributions on each outstanding share of Convertible PIK Preferred Stock. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in New York, New York and the Company term "business day" shall mean any day other than a Saturday, Sunday or legal holiday. No dividend record date shall be the same as a date set for the redemption of any shares of Convertible PIK Preferred Stock under Section V. If a dividend record date fixed by the Board of Directors is prior to a redemption date then have paid in full or theretofore set under Section V, it shall be at least six business days prior to such redemption date. Nothing contained herein shall limit the Board of Directors' discretion to establish a dividend record date that is subsequent to a redemption date then or theretofore established, without regard to the Depositary effect of such record date on the cash redemption price (determined pursuant dividend 53 rights of holders of Convertible PIK Preferred Stock who elect to convert under Section VI prior to the Articles Supplementary) redemption date. Holders of shares of Convertible PIK Preferred Stock that are redeemed under Section V on a redemption date that falls between the record date and the payment date for a dividend shall be entitled to receive the dividend, except to the extent the price paid upon redemption reflects such dividend as an accrued dividend as provided in Section V. Subject to the next paragraph of this Section III, dividends on account of arrears for any past dividend period may be declared and paid at any time, without reference to any Dividend Payment Date. No dividend or other distributions, other than dividends payable solely in shares of Junior Stock, shall be declared, paid or set apart for payment on shares of Junior Stock or any other capital stock of the Class E Corporation which by its terms ranks junior as to dividends to the Convertible PIK Preferred Stock deposited (the Junior Stock and any such other class or series of the Corporation's capital stock being herein referred to as "Junior Dividend Stock"), unless and until all accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before the payment date of such dividends or other distributions on Junior Dividend Stock shall have been paid or declared and set apart for payment. No payment on account of the purchase, redemption, retirement or other acquisition of shares of Junior Dividend Stock or any class or series of the Corporation's capital stock which by its terms ranks junior to the Convertible PIK Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (the Junior Stock and any class or series of the Corporation's capital stock which by its terms rank junior to the Convertible PIK Preferred Stock as to such distributions being herein referred to as "Junior Liquidation Stock"), shall be made unless and until accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before such payment for such Junior Dividend Stock or Junior Liquidation Stock shall have been paid or declared and set apart for payment. No full dividends shall be declared, paid or set apart for payment on shares of any class or series of the Corporation's capital stock whether existing or hereafter issued and which by its terms ranks, as to dividends, on a parity with the Depositary Convertible PIK Preferred Stock, including the Corporation's 7.125% Convertible Preferred Stock (any such class or series of the Corporation's capital stock being herein referred to as "Parity Dividend Stock") for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before the payment date of such dividends on Parity Dividend Stock. No dividends shall be redeemed (including paid on Parity Dividend Stock except on dates on which dividends are paid on the Convertible PIK Preferred Stock. All dividends paid or declared and set apart for payment on the Convertible PIK Preferred Stock and any Parity Dividend Stock shall be paid or declared and set apart for payment pro rata so that the amount of dividend paid or declared and set apart for payment per share on the Convertible PIK Preferred Stock and the Parity Dividend Stock on any date shall in all cases bear to each other the same ratio that accrued and unpaid dividends to the cash redemption datedate of payment on the Convertible PIK Preferred Stock and the Parity Dividend Stock bear to each other. No payment on account of the purchase, redemption, retirement or other acquisition of shares of Parity Dividend Stock or any class or series of the Corporation's capital stock which by its terms ranks on a parity with the Convertible PIK Preferred Stock as to distributions of assets upon liquidation, 54 dissolution or winding up of the Corporation, whether voluntary or involuntary, including the Corporation's 7.125% Convertible Preferred Stock (any such class or series of the Corporation's capital stock being herein referred to as "Parity Liquidation Stock"), shall be made, and, other than dividends to the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption extent permitted by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph), no distributions shall be declared, paid or set apart for payment on shares of Parity Dividend Stock or Parity Liquidation Stock, unless all accrued and unpaid dividends on the Convertible PIK Preferred Stock for all Dividend Payment Dates occurring on or before such payment for, or the payment date of such distributions on, such Parity Dividend Stock or Parity Liquidation Stock shall have been paid or declared and set apart for payment. Any reference to "distribution" contained in respect this Section III shall not be deemed, except as expressly stated, to include any distribution made in connection with any liquidation, dissolution or winding up of the shares of Class E Preferred Stock called for redemption shall cease to accrueCorporation, 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 cash redemption price and any money whether voluntary or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptioninvoluntary.

Preferred Stock. The Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days (i) At or prior to Closing, Sellers will cause the cash redemption dateCompany to adopt, execute and file, in the requisite public offices in the State of Delaware, (i) an amendment to its Certificate of Incorporation increasing the authorized number of its shares of preferred stock to 130,000 shares, and (ii) the Certificate of Designations in the form attached as Exhibit B hereto and to issue the shares of Junior Preferred Stock in exchange for the outstanding shares of Old Preferred Stock as contemplated by Section 1(c) hereof. In connection therewith, Sellers covenant to effect such exchange in reliance upon the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementaryexemption from registration under Section 4(2) of the Class E Securities Act pursuant to Rule 506 thereunder and to file a Form D with the Securities and Exchange Commission and the California Department of Corporations. The certificates for the Junior Preferred Stock deposited with shall bear a legend restricting transfer absent registration under the Depositary to be redeemed Securities Act or an available exemption from registration. (including any accrued and unpaid dividends ii) Subject to the cash redemption dateCompany's right to redeem shares of Junior Preferred Stock in accordance with Section 6 of the Certificate of Designations, Parent shall have the option, exercisable by written notice given in the manner provided in Section 6 of the Certificate of Designations, to purchase shares of Junior Preferred Stock from Sellers, in whole at any time or in part from time to time, on any Redemption Date (as defined in the Certificate of Designations), at a price equal to 100% of the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock Redemption Price (as so called for redemption defined) which would be payable by the Company and from and after the cash redemption date (unless on such Date if the Company were then redeeming the shares pursuant to said Section 6. The purchase price payable by Parent for such shares shall have failed be payable in cash or at Parent's election in shares of Class A Stock, valued in the manner specified in Section 1 (a) hereof. Sellers shall deliver the certificates for the shares of Junior Preferred Stock being purchased by Parent on the date specified in the notice of purchase referred to redeem above, and shall take all such other actions as Parent may reasonably request in order effectively to transfer such shares to Parent free and clear of any liens, claims or encumbrances. Parent agrees to execute and deliver to Sellers a registration rights agreement covering the shares of Class E Preferred A Stock issued to be redeemed by it as set forth Sellers pursuant to this Section 5(e) having terms and conditions substantially similar to those contained in the Registration Rights Agreement. The restrictions, notice requirements and other provisions relating to the Company's notice provided for in the preceding paragraph), all dividends in respect redemption rights under Section 6 of the shares Certificate of Class E Preferred Stock called for Designations, shall apply equally to Parent's 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionhereunder.

Preferred Stock. The Company Depositary shall also cause mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be published in a newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record on the record date fixed for such redemption pursuant to Section 4.4 hereof of the 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; but neither failure to mail any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption as to other holders. The Company shall provide the Depositary with such notice, and each such notice shall state: the record date for the purposes of such redemption; the cash redemption date; the number of Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the cash redemption price; the place or places where Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price; and that from and after the cash redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue and the conversion rights in respect of such Preferred Stock will terminate at the close of business on the last business day preceding such cash redemption date. In case fewer than all the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid in full outstanding Depositary Shares are to be redeemed, the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited with the Depositary Shares to be redeemed shall be selected by lot or pro rata (including as nearly as may be) or in any accrued and unpaid dividends to other equitable manner determined by the cash redemption date), Company. Notice having been mailed by the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and as aforesaid, from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E 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 Class E Preferred Stock called for redemption shall cease to accrue, the conversion rights in respect of such Preferred Stock shall terminate, 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 cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemptionprice) 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 at a cash redemption price of $100.00 per Depositary Share equal to one quarter of the cash redemption price per share paid in respect of the shares of Preferred Stock pursuant to the Certificate of Designation plus any other money and other property payable in respect of represented by each such Class E Preferred StockDepositary Share. The foregoing shall be subject further subject to the terms and conditions of the Articles SupplementaryCertificate of Designation. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The Depositary shall not be required (a) to issue, 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 preceding paragraph of this Section 2.3.

Preferred Stock. The Company Notice shall also cause be given by first class mail, postage prepaid, to each holder of record of the Series C-1 Preferred Stock to be redeemed, at such holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the then current Conversion Price, the place or places of payment and conversion and that payment or conversion will be made upon presentation of and surrender of the certificates evidencing the shares of Series C-1 Preferred Stock to be published redeemed or converted, and that the Series C-1 Preferred Stock may be converted at any time before the close of business on such date fixed for redemption. Any Notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C-1 Preferred Stock receives such Notice; and failure to give such Notice by mail, or any defect in such notice, to a newspaper Holder of general circulation any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any shares of Series C-1 Preferred Stock owned by other Holders to whom such Notice was duly given. On or after the date fixed for redemption as stated in The City such Notice, each Holder of New York the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at least once a week for two successive weeks commencing not the place designated in such Notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than 30 nor more than 60 days all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued without cost to the Holder thereof representing the unredeemed shares. If such Notice shall have been so mailed and if, on or prior to the cash redemption date. In date specified in such Notice, all funds necessary for such redemption shall have been set aside by the event that notice of redemption has been made as described Corporation, separate and apart from its other funds, in trust for the immediately preceding paragraph and the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) account of the Class E Preferred Stock deposited with Holders of the Depositary shares so to be redeemed (as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for shares of the Series C-1 Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of the Series C-1 Preferred Stock with respect to which such Notice shall have been mailed and such funds shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such shares of the Series C-1 Preferred Stock so called for redemption shall forthwith cease and terminate, except the right of the Holders to receive out of the funds so set aside in trust the amount payable on the redemption thereof (including any an amount equal to accrued and unpaid dividends to the cash date of redemption) without interest thereon. The Holder of any shares of Series C-1 Preferred Stock redeemed upon any exercise of the Corporation's redemption date), right under this Section 5(b) shall not be entitled to receive payment of the Depositary Redemption Price for such shares until such Holder shall redeem cause to be delivered to the number of Depositary Shares place specified in the Notice (i) the certificate(s) representing such Class E shares of Series C-1 Preferred Stock so called for redemption by redeemed and (ii) transfer instrument(s) satisfactory to the Company Corporation and from and after the cash redemption date (unless the Company shall have failed sufficient to redeem the transfer such shares of Class E Series C-1 Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in Corporation free of any adverse interests; provided, that the preceding paragraph), all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money or other property to which holders of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall be further is subject to the terms and conditions other provisions of the Articles Supplementary. If fewer than all Corporation's certificate of incorporation or 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionCorporation's bylaws governing lost certificates generally.

Preferred Stock. The Company shall also cause notice (a) Issue any Preferred Stock or any Disqualified Stock, other than (i) any Preferred Stock which does not require any dividends, payments, redemptions or other distributions of redemption to be published in a newspaper of general circulation in The City of New York any kind until at least once a week one year after the later of the Revolving Credit Termination Date or the Term Loan Maturity Date, (ii) the existing Lobd▇▇▇ ▇▇▇ferred Stock and (iii) any other Preferred Stock or Disqualified Stock which meets all of the requirements for two successive weeks commencing not less the issuance by the Company of Subordinated Debt (i.e., all payments and other obligations thereunder are expressly subordinated and junior in right and priority of payment to the Obligations and other Indebtedness of such Person to the Lenders in manner and by agreement satisfactory in form and substance to the Administrative Agent and such Preferred Stock or Disqualified Stock is subject to such other terms and provisions, including without limitation maturities, covenants, defaults, rates and fees, acceptable to the Administrative Agent), and such Preferred Stock and Disqualified Stock allowed under this clause (iii) shall be treated as if it were Subordinated Debt for all purposes of this Agreement and is defined herein as "Permitted Disqualified Stock". (b) Make any amendment or modification to any Lobd▇▇▇ ▇▇▇ferred Stock Document, other than 30 nor more than 60 days the adjustment in the price of the Lobd▇▇▇ ▇▇▇ferred Stock made prior to the cash redemption date. In the event that notice Effective Date based on post closing adjustments and which do not result in any additional obligations of redemption has been made as described in the immediately preceding paragraph and Lobd▇▇▇ ▇▇ of the Company shall then have paid or any of its Restricted Subsidiaries, or enter into any other agreement or document relating thereto other than the documents listed on Schedule 4.18 or make, pay, declare or authorize any dividend, payment or other distribution with respect to any Preferred Stock or any dividend, payment or distribution in full connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any Preferred Stock other than as required under the Lobd▇▇▇ ▇▇▇ferred Stock Documents listed on Schedule 4.18; provided, however, that no dividend, payment or other distribution in respect to the Depositary the cash redemption price (determined pursuant to the Articles Supplementary) of the Class E Preferred Stock deposited or dividend, payment or distribution in connection with the Depositary to be redeemed (including any accrued and unpaid dividends to the cash redemption date)redemption, the Depositary shall redeem the number of Depositary Shares representing such Class E Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to redeem the shares of Class E Preferred Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph)purchase, all dividends in respect of the shares of Class E Preferred Stock 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 Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price and any money retirement or other property to which holders acquisition, directly or indirectly, of such Receipts were entitled upon such redemption) 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 at a cash redemption price of $100.00 per Depositary Share plus any other money and other property payable in respect of such Class E Preferred Stock. The foregoing shall , including those required under the Lobd▇▇▇ ▇▇▇ferred Stock Documents, will be further subject to the terms and conditions made if any Event of the Articles Supplementary. 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 payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionDefault exists under Section 7.1(a) or would be caused thereby.