Common use of Dividends Clause in Contracts

Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu PARI PASSU with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders of So long as any shares of Series D A Cumulative Preferred Stock will be outstanding, the holders of the Series A Cumulative Preferred Stock will be entitled to receivereceive cumulative preferential dividends accruing at the LIBOR Rate on the value of $100.00 per share, whenpayable quarterly on the 1st day of March, June, September and December of each year, beginning December 1, 1997 (each date being called a "Dividend Payment Date"), the dividends to be cumulative and payable as and if declared allowed by the Nevada Business Corporation Act, Chapter 78, Nevada Revised Statutes, with respect to the quarterly dividend period (or portion of it) ending on the day preceding the respective Dividend Payment Date, fixed for that purpose by the Board in advance of Directors payment of each particular dividend. The LIBOR Rate shall mean the rate (rounded, if necessary, to the next higher 1/100 of 1%) for deposits in United States Dollars for a maturity of three months which appears on the Telerate Page 3750 at approximately 11:00 a.m. London time representing the offered side of dollar deposits in the London market two (2) London business days prior to the effective date of the Company applicable LIBOR Rate. The LIBOR Rate shall be presumed to be the three months London Interbank Offered Rates as shown in the Wall Street Journal under "Money Rates" as long as such rates are published. The LIBOR Rate will be fixed on the Original Issue Date and only with thereafter be changed at every Dividend Payment Date to be effective until the consent of PNC Bank, N.A. or next Dividend Payment Date. The "Original Issue Date" means the first date on which the Corporation will issue any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share shares of Series D A Cumulative Preferred Stock. Dividends on the Series D A Cumulative Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there shall will be funds net profits or net assets of the Company Corporation legally available for the payment of such those dividends). Accumulations of dividends on So long as any shares of Series D A Cumulative Preferred Stock will shall remain outstanding, the Corporation may not bear interest. Dividends payable on declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or make monies available for a sinking fund for the purchase or redemption of, any shares of stock of the Corporation ranking junior to the Series D A Cumulative Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up of the Corporation including Common Stock, par value $.01, of the Corporation ("junior stock") (other than as a result of a reclassification of junior stock into another class of junior stock, or the exchange or conversion of one junior stock for any period greater or less than a full dividend period will be computed on the basis into another junior stock) unless (i) all dividends in respect of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D A Cumulative Preferred Stock for all prior past dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any and such dividends declared on for the Series D Preferred Stock for any current dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock duly provided for, and any Parity Stock, (ii) sufficient funds all amounts in respect of the mandatory redemption of Series A Cumulative Preferred Stock pursuant to the terms of paragraph 5 below have been paid for all prior applicable periods and all amounts in respect of such mandatory redemption for the current applicable period have been paid or set duly provided for. Subject to the foregoing, and not otherwise, the dividends (payable in cash, stock or otherwise) as may be determined by the Board may be declared and paid on any junior stock from time to time out of any funds legally available, and the Series A Cumulative Preferred Stock will not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Cumulative Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for the payment of the dividend for the current dividend period any amount will be made in respect of any shares of any junior stock with respect to the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, an amount equal to $100 per share plus all accumulated and unpaid dividends (including a prorated quarterly dividend from the last Dividend Payment Date to the date of such payment) in respect of any liquidation, dissolution or winding up consummated. If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Series D A Cumulative Preferred Stock shall be insufficient to permit the payment to the shareholders of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed ratably among the holders of Series A Cumulative Preferred Stock based on the full preferential amounts for the number of shares of Series A Cumulative Preferred Stock. A consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive solely capital stock of the acquiring or surviving corporation (or of the direct or indirect parent corporation of the acquiring corporation), except for cash in lieu of fractional shares, will not be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Certificate. Mandatory Redemption. The Corporation will, at the redemption price equal to $100 per share plus an amount, payable in cash, equal to the sum of all accumulated and unpaid dividends per share (including a prorated quarterly dividend from the last Dividend Payment Date to the applicable Redemption Date) (the "Redemption Price"), redeem from any source of funds legally available therefor, the amount of shares of Series A Cumulative Preferred Stock outstanding on the date set forth on the Redemption Schedule attached to this Certificate. Redemption Date shall be the date on which any shares of Series A Cumulative Preferred Stock are redeemed by the Corporation. This Certificate shall be notice of this mandatory redemption on the dates specified on the Redemption Schedule, and any Parity further notice is waived by acceptance of this Certificate. If the Corporation's records show there is more than one holder of Series A Cumulative Preferred Stock, the Corporation will effect the redemption pro rata according to the number of shares held by each holder of Series A Cumulative Preferred Stock shown on the books of the Corporation. On or before the date fixed for redemption, each holder of Series A Cumulative Preferred Stock will surrender the certificate or certificates representing the shares of Series A Cumulative Preferred Stock to the Corporation and (iii) the Company is not Redemption Price for the shares will be paid in default cash on the Redemption Date to the person whose name appears on the certificate or certificates as the owner, and each surrendered certificate will be canceled and retired. In the event that less than all of the shares represented by any certificate are redeemed, a new certificate will be issued representing the unredeemed shares. Unless the Corporation defaults in arrears the payment in full of the Redemption Price, dividends on the Series A Cumulative Preferred Stock called for redemption will cease to accumulate on the Redemption Date, and all rights of the holders of the shares redeemed will cease to have any further rights with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, shares on the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the CompanyRedemption Date, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of to receive the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockRedemption Price.

Dividends. (aA) Holders The holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, as and if declared authorized by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. (or any successor lender theretoa duly authorized committee thereof), out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash preferential dividends at the rate of the Yield, payable only in additional shares of Series A Preferred Stock; provided, that (i) in the event of a Breach other than a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the dividend rate of the Series A Preferred Stock shall increase by an increment of 2% per annum (such increment payable solely in U.S. dollars), which amount shall compound quarterly and accrue on a daily basis during the period starting from the date of $0.60 per share occurrence through and including the date that the Breach is cured or (ii) in the event of a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the holders of such remaining unredeemed shares of Series D A Preferred StockStock shall be entitled to the Additional Payment. Dividends For the avoidance of doubt, the holders of the Series A Preferred Stock shall be entitled only to a single 2% per annum dividend rate increase during the continuance of any one or more Breaches subject to clause (i) and the holders of the Series A Preferred Stock whose shares of Series A Preferred Stock were to be redeemed on the Redemption Date, but were not, shall be entitled to only a single Additional Payment during the continuance of a Breach subject to clause (ii). (B) To the extent that dividends on the Series D A Preferred Stock will have not been declared and paid, such dividends shall be cumulative and compound quarterly at the Yield from the most recent date to which dividends have been paid, or if no dividends have been paid, from the Issue Date and shall be payable quarterly in arrears on the last calendar day of AprilJanuary 15, JulyApril 15, July 15 and October and January 15 of each yearyear or, if any such date is not a Business Day, the next succeeding Business Day commencing July 31[ ], 2000 201[ ] (and each, a “Dividend Payment Date”) in the case form of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D A Preferred Stock will not bear interestStock, as calculated based on the Liquidation Preference (other than amounts in respect of Breaches as described in Section 5(A), which shall be paid in U.S. dollars). Dividends Any dividend payable on the Series D A Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of the Series A Preferred Stock as they appear in the stock records of the Corporation at the close of business on the Series D Preferred Stock for each full dividend period will applicable record date, which shall be computed the date set by dividing the annual dividend rate by fourBoard or, if not set, the last day of the calendar month immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”). (bC) Except as provided in No dividends on shares of the next sentence, no dividend will Series A Preferred Stock shall be authorized by the Board or declared by the Corporation or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient set apart for payment set aside on by the Series D Preferred Stock for all prior dividend periods. If accrued Corporation if such declaration or payment would be prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the Series D A Preferred Stock will accrue daily whether or not the Corporation has earnings, whether or not there are funds legally available for all prior periods have the payment of such dividends and whether or not been paid in full, then any such dividends are declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and or set aside. Accrued but unpaid dividends on the Series D A Preferred Stock will not bear interest and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of the full cumulative and compounded dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such Parity Stockshares that remains payable. (cE) So long If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the shares Internal Revenue Code of 1986, as amended (the “Code”)) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of the Series D A Preferred Stock shall be outstanding, unless the amount that the total dividends (ias determined for federal income tax purposes) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares made available to the holders of the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect year bears to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any sinking undistributed long-term capital gains of the Corporation that are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount that would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by the Corporation to its stockholders. (F) No dividends or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, distributions (other than (x) Junior Stock which is neither convertible into, nor exchangeable a dividend or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends distribution payable solely in shares of Junior Stock or cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on any Junior Stock, nor may any Junior Stock be redeemed, purchased or in options, warrants on rights otherwise acquired for any consideration (other than repurchases pursuant to holders binding contractual commitments of Junior Stock to subscribe held by employees, directors or consultants upon termination of their employment or services) by the Corporation or on its behalf (except by conversion of shares of the Series A Preferred Stock into or exchange for or purchase any shares of Junior Stock) unless dividends are simultaneously declared on the Series A Preferred Stock, and full Accrued Dividends and Accumulated Dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series A Preferred Stock for all dividend periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of shares of Common Stock or the declaration or payment of cash dividends on Common Stock solely to the extent necessary to preserve the Corporation’s qualification as a REIT. (G) The holders of the Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s default in payment of the dividend due on that Dividend Payment Date. A holder of Series A Preferred Stock on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation on the Series A Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of the Series A Preferred Stock for conversion.

Dividends. (a) Holders Subject to the preferential rights of the holders of Senior Stock with respect to priority of dividend payments, holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, when and as authorized by the Board and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthe payment of dividends, subject to preferential cumulative cash dividends. From the prior and superior rights date of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, original issue of the Series A Preferred Stock (or the date of issue of any Series A Preferred Stock issued after such original issue date) the Corporation shall pay cumulative cash dividends on the Series A Preferred Stock at the rate of 7.00% per annum of the $0.60 25.00 liquidation preference per share (equivalent to a fixed annual amount of Series D Preferred Stock$1.75 per share) (the “Rate”). Dividends on the Series D A Preferred Stock will shall accrue and be cumulative from (and including) the date of original issue or the end of the most recent Dividend Period (as defined below) for which dividends on the Series A Preferred Stock have been paid and shall be payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year or, if such date is not a Business Day, on the last calendar next succeeding Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of April, July, October the next succeeding Dividend Period (other than the initial Dividend Period and January the Dividend Period during which any shares of each year, commencing July 31, 2000 (and in Series A Preferred Stock shall be redeemed or otherwise acquired by the case of any accumulated and unpaid dividends not paid Corporation). Any dividend payable on the corresponding dividend payment date, at such additional times and Series A Preferred Stock for such interim periods, if any, as determined by any Dividend Period will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record of the Series A Preferred Stock as they appear on in the stock records of the Company Corporation at the close of business on such record dates, not more than 60 days nor less than 10 days the 25th day of the month preceding the payment dates thereofapplicable Dividend Payment Date, as i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”). (b) No dividends on shares of Series A Preferred Stock shall be fixed authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of Directors any agreement of the Company. Dividends Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing Section 3(b), dividends on the Series A Preferred Stock will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods the Corporation has earnings, whether there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are authorized by the Board or declared by the Corporation. Accumulations No interest, or sum of dividends on shares money in lieu of Series D Preferred Stock interest, will not bear interest. Dividends be payable in respect of any dividend payment or payments on the Series D A Preferred Stock which may be in arrears. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and the shares of any period greater class or less than a full dividend period will series of Parity Preferred Stock, all dividends declared upon the Series A Preferred Stock and any class or series of Parity Preferred Stock shall be computed on declared pro rata so that the basis amount of actual days. Dividends payable dividends declared per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series D A Preferred Stock and such class or series of Parity Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Parity Preferred Stock does not have a cumulative dividend) bear to each full dividend period will be computed by dividing the annual dividend rate by fourother. (bd) Except as provided in the next sentenceimmediately preceding paragraph, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are declared and paid in cash or are contemporaneously declared and funds a sum sufficient for the payment thereof is set aside on the Series D Preferred Stock apart for payment for all prior past Dividend Periods that have ended, no dividends (other than a dividend periods. If accrued dividends on the Series D Preferred in shares of Junior Stock or in options, warrants or rights to subscribe for all prior periods have not been paid in full, then or purchase any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will such shares of Junior Stock) shall be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of nor shall any other distribution be declared and made upon the Series D Junior Stock or the Parity Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, nor shall any shares of Junior Stock or make Parity Preferred Stock be redeemed, purchased or otherwise acquired for any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than consideration (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary moneys be paid to or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, available for a sinking fund for the purpose redemption of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on or Parity Preferred Stock) by the Corporation (except (i) by conversion into or exchange for Junior Stock, (ii) the purchase of shares of Series A Preferred Stock, Junior Stock or in options, warrants Parity Preferred Stock pursuant to the Charter to the extent necessary to preserve the Corporation’s qualification as a REIT or (iii) the purchase of shares of Parity Preferred Stock pursuant to a purchase or exchange offer made on rights the same terms to holders of Junior all outstanding shares of Series A Preferred Stock). Holders of shares of the Series A Preferred Stock shall not be entitled to subscribe for any dividend, whether payable in cash, property or purchase any Junior Stockstock, in excess of full cumulative dividends on the Series A Preferred Stock as provided above. Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Accrued but unpaid dividends on the Series A Preferred Stock will accrue as of the Dividend Payment Date on which they first become payable.

Dividends. (a) Holders Subject to the preferential rights of the holders of Senior Stock with respect to priority of dividend payments, holders of shares of the Series D B Preferred Stock will be are entitled to receive, when, when and as authorized by the Board and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthe payment of dividends, subject to preferential cumulative cash dividends. From the prior and superior rights date of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, original issue of the Series B Preferred Stock (or the date of issue of any Series B Preferred Stock issued after such original issue date) the Corporation shall pay cumulative cash dividends on the Series B Preferred Stock at the rate of 10.00% per annum of the $0.60 10.00 liquidation preference per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D B Preferred Stock) plus the amount of previously accrued and unpaid dividends on the Series B Preferred Stock. Dividends on the Series D B Preferred Stock will shall accrue and be cumulative from (and including) the date of original issue or, with respect to any accrued dividends that have been paid in cash, the end of the most recent Dividend Period (as defined below) for which dividends on the Series B Preferred Stock have been paid in cash and shall be payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year or, if such date is not a Business Day, on the last calendar next succeeding Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of April, July, October the next succeeding Dividend Period (other than the initial Dividend Period and January the Dividend Period during which any shares of each year, commencing July 31, 2000 (and in Series B Preferred Stock shall be redeemed or otherwise acquired by the case of any accumulated and unpaid dividends not paid Corporation). Any dividend payable on the corresponding dividend payment date, at such additional times and Series B Preferred Stock for such interim periods, if any, as determined by any Dividend Period will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record of the Series B Preferred Stock as they appear on in the stock records of the Company Corporation at the close of business on such record dates, not more than 60 days nor less than 10 days the 25th day of the month preceding the payment dates thereofapplicable Dividend Payment Date, as i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”). (b) No dividends on shares of Series B Preferred Stock shall be fixed authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of Directors any agreement of the Company. Dividends Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing Section 3(b), dividends on the Series B Preferred Stock will accrue from and, to the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateextent not paid in cash, compound quarterly on each Dividend Payment Date, whether or not in any dividend period or periods the Corporation has earnings, whether there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are authorized by the Board or declared by the Corporation. Accumulations No interest, or sum of dividends on shares money in lieu of Series D Preferred Stock interest, will not bear interest. Dividends be payable in respect of any dividend payment or payments on the Series D B Preferred Stock which may be in arrears. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and the shares of any period greater class or less than a full dividend period will series of Parity Preferred Stock, all dividends declared upon the Series B Preferred Stock and any class or series of Parity Preferred Stock shall be computed on declared pro rata so that the basis amount of actual days. Dividends payable dividends declared per share of Series B Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series D B Preferred Stock and such class or series of Parity Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Parity Preferred Stock does not have a cumulative dividend) bear to each full dividend period will be computed by dividing the annual dividend rate by fourother. (bd) Except as provided in the next sentenceimmediately preceding paragraph, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued compounded dividends on the Series D B Preferred Stock have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof is set apart for payment for all prior periods past Dividend Periods that have not been paid ended, no dividends (other than a dividend in fullshares of Junior Stock or in options, then warrants or rights to subscribe for or purchase any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will such shares of Junior Stock) shall be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of nor shall any other distribution be declared and made upon the Series D Junior Stock or the Parity Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, nor shall any shares of Junior Stock or make Parity Preferred Stock be redeemed, purchased or otherwise acquired for any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than consideration (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary moneys be paid to or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, available for a sinking fund for the purpose redemption of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on or Parity Preferred Stock) by the Corporation (except (i) by conversion into or exchange for Junior Stock, (ii) the purchase of shares of Series B Preferred Stock, Junior Stock or in options, warrants Parity Preferred Stock pursuant to the Charter to the extent necessary to preserve the Corporation’s qualification as a REIT or (iii) the purchase of shares of Parity Preferred Stock pursuant to a purchase or exchange offer made on rights the same terms to holders of Junior all outstanding shares of Series B Preferred Stock). Holders of shares of the Series B Preferred Stock shall not be entitled to subscribe for any dividend, whether payable in cash, property or purchase any Junior Stockstock, in excess of full cumulative and compounding dividends on the Series B Preferred Stock as provided above. Any dividend payment made on shares of the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.

Dividends. a. The holders of record on the Series B Dividend Record Date (aas defined below) Holders of shares of the outstanding Series D B Preferred Stock will shall be entitled to receive, whenreceive dividends, as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to the prior and superior rights one dividend-in-kind payable each year in additional shares of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Series B Preferred Stock at the rate of six percent (6%) per annum annum, resulting in the holder of $0.60 per each share of Series D B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will shall be payable to holders of record as they appear on the stock records register of the Company at the close of business Corporation on such record datesdate, not less than 15 nor more than 60 days nor less than 10 days preceding the a dividend payment dates thereofdate (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of the Company. Dividends will a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue from and be paid through the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateevent), whether or not in any dividend period or periods there no dividends shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D B Preferred Stock for any period greater partial dividend period. b. Subject to any rights of Senior Securities, no dividends or less than other distributions shall be made with respect to the Common Stock unless at the same time a full dividend period will be computed on the basis or distribution is paid with respect to all outstanding shares of actual days. Dividends payable on the Series D B Preferred Stock for each full dividend period will be computed by dividing in an amount equal to the annual dividend rate by four. (b) Except amount paid with respect to a share of Common Stock as provided in though the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares holders of the Series D B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares entitled to a proportionate share of any such distribution as though the holders of the Series D B Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for were the payment holders of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any number of shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the purpose of any employee incentive or benefit plan determination of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock of the Corporation entitled to subscribe for or purchase any Junior Stockreceive such distribution.

Dividends. (a1) Holders of shares of Series D A Preferred Stock will shall be entitled to receive, on each share of Series A Preferred Stock, out of funds legally available for the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 6% (as such may be adjusted pursuant to this Section 2(1), the “Dividend Rate”) on (i) the Liquidation Preference per share and (ii) to the extent unpaid on the Dividend Payment Date (as defined below), the amount of any accrued and unpaid dividends, if any, on such share of Series A Preferred Stock; provided that if, on any Dividend Payment Date, the Corporation shall not have paid in cash the full amount of any dividend required to be paid on such share (such amount being “Unpaid Dividends”) on such Dividend Payment Date pursuant to this Section 2(1), then from such Dividend Payment Date, the Dividend Rate shall automatically be at a per annum rate of 8% for such share until the date on which all Unpaid Dividends have been declared and paid in full in cash. Dividends shall begin to accrue and be cumulative from the Issue Date (whether or not declared), shall compound on each Dividend Payment Date, and shall be payable in arrears (as provided below in this Section 2(1)), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Company Board) on each March 1, June 1, September 1 and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity StockDecember 1, and in preference to Junior Stockeach Mandatory Conversion Date, cumulative cash Redemption Date and Liquidation Date (each, a “Dividend Payment Date”); provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series A Preferred Stock on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day with no additional dividends at the rate per annum payable as a result of $0.60 per share of Series D Preferred Stocksuch payment being made on such succeeding Business Day. Dividends that are payable on the Series D A Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock records register of the Company at Corporation on the close applicable record date, which shall be the fifteenth (15th) calendar day before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board (or a duly authorized committee of business on such record dates, the Board) that is not more than 60 days nor less than 10 days preceding the payment dates thereofprior to such Dividend Payment Date (each, as a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, a Dividend Record Date whether or not in any such day is a Business Day. Each dividend period or periods there (a “Dividend Period”) shall be funds of commence on and include the Company legally available for calendar day immediately following a Dividend Payment Date (other than the payment of such dividends. Accumulations of dividends initial Dividend Period, which shall commence on shares of Series D Preferred Stock will not bear interestand include the Issue Date) and shall end on and include the next Dividend Payment Date. Dividends payable in respect of a Dividend Period shall be payable in arrears on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourfirst Dividend Payment Date after such Dividend Period. (b2) Except as provided in the next sentenceThe Corporation (including its subsidiaries) shall not declare, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid pay or set apart funds for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase dividends or other mandatory retirement of, or distributions with respect to any sinking Junior Stock of the Corporation or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption or other analogous fund foracquisition of, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any guarantee payment with respect thereto, unless all accrued but unpaid dividends on account ofthe Series A Preferred Stock for all Dividend Periods through and including the date of such declaration, or set apart money forpayment, the purchaserepurchase, redemption or acquisition (including, if applicable as provided in Section 2(1) above, dividends on such amount) have been declared and paid in full in cash (or declared and a sum sufficient for the payment thereof set apart for such payment). Without limitation of the foregoing, any such dividend or other retirement ofdistributions on the Junior Stock shall be subject to Section 2(3). (3) In the event that any dividend is declared and paid on, or for a sinking or other analogous fund forany distribution is made with respect to, any Junior Stock (including, without limitation, in connection with a recapitalization of the Corporation), the Series A Preferred Stock shall share proportionately with such Junior Stock in any such dividend or distribution, (a) if such Junior Stock is Common Stock or is convertible into Common Stock, in accordance with the number of shares of Junior Common Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock issuable upon conversion of the Company, other than (x) Junior Series A Preferred Stock which is neither convertible into, nor exchangeable or exercisable for, any securities calculated as of the Company other than Junior Stockrecord date for such dividend or distribution, or (yb) if such Junior Stock is not Common Stock acquired or convertible into Common Stock, in such manner and at such time as the Board may determine in good faith to be equitable in the circumstances. (4) Any reference to “dividends” or “distributions” in this Section 2 shall not be deemed to include any distribution made in connection with the cashless exercise any voluntary of options under employee incentive involuntary dissolution, liquidation or benefit plans winding up of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCorporation.

Dividends. (a) Holders So long as any shares of the Series B Preferred Stock remain outstanding, if the Company declares any dividend or distribution of cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other than shares of Common Stock to be paid from time to time out of any assets legally available for such payment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series D B Preferred Stock will in the amount of dividends or distributions that would be entitled made with respect to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share shares of Series D B Preferred Stock. Dividends Stock if such shares were converted into shares of Common Stock on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day record date for such dividend or distribution (regardless of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends whether or not paid on the corresponding dividend payment date, actual conversion at such additional times and for such interim periods, if any, as determined by the Board of Directorstime would be permissible under Section 4 hereof). Each such No dividend will or distribution shall be payable to holders of record shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series B Preferred Stock. (a) Each dividend or distribution shall be payable to holders of the Series B Preferred Stock as they appear on in the stock records of the Company at the close of business on such the same record dates, not more than 60 days nor less than 10 days preceding date as the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the record date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations the corresponding dividend or distribution to the holders of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Stock. (b) Except as provided Dividends on the Series B Preferred Stock are non-cumulative. If the Company does not declare a dividend on the Common Stock or the Series B Preferred Stock in respect of any period, the next sentenceholders of the Series B Preferred Stock shall have no right to receive any dividend for such dividend period, and the Company shall have no obligation to pay a dividend will be declared for such dividend period, whether or paid on any Parity Stock unless full cumulative not dividends have been are declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current future dividend period with respect to the Series D B Preferred Stock and or the Common Stock or any Parity other series of the Company’s preferred stock. (c) If the Conversion Date (as defined below) with respect to any of the shares of Series B Preferred Stock and occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series B Preferred Stock to be converted shall not have the right to receive any corresponding dividends or distributions on the Series B Preferred Stock (iii) but for the Company avoidance of doubt the holder thereof shall receive that dividend or distribution payable to holders of Common Stock on the relevant payment date if such holder is not in default the holder of record of shares of Common Stock on the record date for that dividend or in arrears distribution). If the Conversion Date with respect to the mandatory shares of Series B Preferred Stock occurs after the record date for any declared dividend or optional redemption distribution and prior to the payment date for that dividend or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund fordistribution, the Series D Preferred Stock holder thereof shall receive that dividend or any Parity Stock, distribution on the Company may not declare any dividends on any Junior Stock, or make any relevant payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition date if such holder of Common Stock made in was the ordinary course holder of business, which has been approved by the Board record of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Series B Preferred Stock on Junior Stock, the record date for that dividend or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockdistribution.

Dividends. (a) Holders of shares Each Holder of Series D C Preferred Stock will shall be entitled to receive, when, receive such dividends as and if may be declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject from time to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined time by the Board of Directors). Each such dividend will be payable to holders , out of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividendstherefor. Accumulations of All dividends on declared with respect to shares of Series D C Preferred Stock will not bear interest. Dividends payable on pursuant to this paragraph C(3)(a) shall be paid pro rata to the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourHolders entitled thereto. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the The Holders of Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D C Preferred Stock shall be outstandingentitled to receive the dividends provided for in paragraph C(3)(a) hereof in preference to and in priority over any dividends upon any of the Series C Junior Securities, unless (i) so that if at any time full cumulative Accumulated Dividends on shares of Series C Preferred Stock then outstanding have been declared but not paid or set aside for payment, the amount of such unpaid dividends shall have been be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any shares of Series C Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be paid or declared and set apart for payment on all outstanding any Series C Junior Securities (the date of any such actions to be referred to as the "Series C Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation from repurchasing shares of Series C Junior Securities from a Holder who is, or was, a director or employee of the Series D Preferred Stock Corporation (or an affiliate of the Corporation) and any Parity Stock, (ii) sufficient funds have been prohibit the Corporation from making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series C Junior Securities payable in Series C Junior Securities and cash in lieu of fractional shares of such Series C Junior Securities. (c) The Corporation shall not claim any deduction from gross income for dividends paid on Series C Preferred Stock in any Federal Income tax return, claim for refund, or set apart other statement, report or submission made to the Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(l) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any Holder (and at the expense of such Holder), the Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series C Preferred Stock shall be eligible for the payment dividends received deduction under Section 243(a)(l) of the dividend Code (or any successor provision). In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the current dividend period dividends received deduction under Section 243(a)(1) of the Code (or any successor provision) of any dividends (within the meaning of Section 316(a) of the Code or any successor provision) paid on Series C Preferred Stock. To the extent possible, the principles of this paragraph C(3)(c) shall also apply with respect to the Series D Preferred Stock state and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocklocal income taxes.

Dividends. (a) Holders The holders of shares of the then outstanding Series D A Preferred Stock will shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Corporation out of any funds of the Company legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 2.00 per share of Series D Preferred Stock. Dividends per year, payable in cash, except as provided below, in equal amounts quarterly on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or if not a Business Day, the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing July 31beginning ______________, 2000 1997 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors of the Company. Dividends will accrue from Corporation at the date time of declaration of the original issuance dividend (the "Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available payable for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock initial Dividend Period and for any period greater or less other Dividend Period shorter than a full dividend period will Dividend Period shall be prorated and computed on the basis of actual daysa 360-day year of twelve 30-day months. Dividends payable paid on the Series D A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Notwithstanding the foregoing, for each full any twelve (12) Dividend Periods the Company shall have the right to pay the dividend period will be computed in additional shares of Series A Preferred Stock determined by dividing the annual total amount of the dividend rate to be paid in shares of Series A Preferred Stock by four. the Liquidation Value (bas defined herein) per share of Series A Preferred Stock. The issuance of additional shares of Series A Preferred Stock pursuant to this subparagraph (3) shall be evidenced by a stock certificate representing such shares issued on the related Quarterly Dividend Date and delivered on or immediately thereafter. Notwithstanding any other provision hereof, no fractional shares of the Corporation shall be issued in connection with the payment of any dividend on Series A Preferred Stock in additional shares of Series A Preferred Stock. Instead, any holder of outstanding Series A Preferred Stock having a fractional interest arising upon the payment of a dividend in additional shares of Series A Preferred Stock shall, on the related Quarterly Dividend Date, be paid an amount in cash equal to the Liquidation Value times the fraction of a share of Series A Preferred Stock to which such holder would otherwise be entitled. In the event the Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other securities of the Company ranking pari passu with the Series A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in the next sentencethese Articles Supplementary, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D A Preferred Stock shall not be outstanding, unless (i) full cumulative dividends shall have been paid entitled to participate in the earnings or declared and set apart for payment on all outstanding shares assets of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCorporation.

Dividends. (a) Holders The holders of shares of the Series D A Preferred Stock will shall be entitled to receivereceive cumulative dividends at a rate equal to 11% per annum of the liquidation preference per share per annum, whenpayable semi-annually on December 31 and June 30, with the first payment being payable on December 31, 1999, when and as and if declared by the Board of Directors Directors. Prior to the first anniversary of the Company date of filing of this Certificate of Amendment (the "Closing Date"), all dividends shall be paid in Series A Preferred. On and only with after the consent of PNC Bank, N.A. or any successor lender thereto, out of funds first anniversary of the Company legally available for paymentClosing Date, subject to the prior and superior rights of Senior Stockdividends may be paid, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends Corporation's option, on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at either in cash or by the issuance of additional shares of Series A Preferred (and payment of cash in lieu of fractional shares) having an aggregate liquidation preference equal to the amount of such dividends. In the event that on or after the first anniversary of the Closing Date, dividends are paid in additional times and shares of Series A Preferred, the dividend rate shall increase by 2% for such interim periodsdividend payment period. In the event that a registration statement is not effective within 130 days after the Closing Date with respect to the conversion rights set forth in Section 6 and the cash exchange rights set forth in Section 7, if any, the Series A Preferred shall accrue dividends from and after the end of such 130 day period at a rate of 18% per annum until such time as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companyregistration statement is declared effective. Dividends will as provided by this Section 2 shall accrue on any given share from the Closing Date, or from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative such share, whichever is later, and shall accrue from such date, day to day whether or not in any dividend period or periods there declared. Dividends not theretofore paid shall be funds paid upon conversion of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D A Preferred Stock and shares of Series A Preferred issued in payment of such dividends shall be outstanding, unless (i) full cumulative simultaneously converted into Common Stock together with the shares on which such dividends shall have been paid or declared and set apart for payment on all outstanding shares accrued. Dividends accrued in accordance with the terms of the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect prior to the Series D Preferred Stock and any Parity Stock and (iii) the Company is Closing Date shall not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be affected by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 2.

Dividends. (a) Holders Dividends as to any series of shares of Series D NW Preferred Stock will shall be entitled payable (if declared) quarterly commencing on the last day of the calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such last day of a calendar quarter being a "Dividend Date") for so long as that series is outstanding (the dividend during the first such quarter to receivebe prorated); dividends on each series of NW Preferred Stock shall accrue and be payable at a rate per annum equal at all times during a calendar quarter ending on a Dividend Date to 1% per annum above the rate of interest at which deposits in United States Dollars are offered by the principal office of Fuji in London, whenEngland on the second Business Day (it being agreed that for this purpose only, as the definition of "Business Day" shall not include reference to Chicago) preceding the first day of such calendar quarter (or, in the case of the first dividend period, preceding the date of issuance of such series) to prime banks in the London interbank market for a period equal to three months (or, in the case of such first dividend period, equal to such shorter period commencing on the date of issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, however that the dividends on each series of NW Preferred Stock shall be noncumulative such that if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject Finance fails to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends declare a dividend on the Series D NW Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding a dividend payment date, at then holders of NW Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such additional times dividend payment date, and Finance will have no obligation to pay dividends accrued for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateperiod, whether or not in dividends on the NW Preferred Stock are declared payable on any future dividend period or periods there payment date; and provided further, however, that no dividend shall be funds paid on any series of NW Preferred Stock during the Company legally available for existence of a default in the payment of such dividends. Accumulations principal of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid interest on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient outstanding indebtedness for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares money borrowed of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.Finance;

Dividends. (a) The Holders of shares of the Series D B Preferred Stock, in preference to the holders of all Junior Capital Stock and on a pari passu basis with holders of Parity Capital Stock, will be entitled to receive, when, as and if dividends are declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company Corporation legally available for paymenttherefor, subject to cumulative dividends as provided in this Section 2. Dividends on each outstanding share of Series B Preferred Stock shall be payable in cash, or at the prior and superior rights option of Senior Stockthe Corporation, but pari passu with Parity Stockin such number of shares of Series B Preferred Stock as is set forth in Section 2(d) below, and in preference to Junior Stock, cumulative cash dividends accrue (whether or not earned or declared) at the rate of 8% per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on sum of (i) the last calendar day of April, July, October Purchase Price and January of each year, commencing July 31, 2000 (and in the case of any ii) all accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue accrued thereon from the date of issuance thereof (the original issuance "Series B Dividends"). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not Corporation in any dividend period or periods there shall be funds respect of the Company legally available prior three month period prorated on a daily basis for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourpartial periods. (b) Except as provided in If the next sentenceCorporation at any time pays less than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, no dividend will such payment shall be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside distributed ratably among the Holders based upon the aggregate accrued but unpaid Series B Dividends on the Series D B Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and held by each such Parity StockHolder. (c) So long as In the shares of event that the Series D Preferred Corporation declares or pays any dividends upon the Common Stock shall be outstanding(whether payable in cash, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase securities or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, property) other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Common Stock, or in options, warrants on rights the Corporation shall also declare and pay to the Holders at the same time that it declares and pays such dividends to the holders of Junior the Common Stock, the dividends which would have been declared and paid with respect to the Series B Preferred Stock had all of the outstanding Series B Preferred Stock been converted in accordance with Section 6(a) immediately prior to subscribe the record date for such dividend, or purchase any Junior Stockif no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined. (d) The Corporation may pay the Series B Dividends to each Holder by the issuance of such number of shares of Series B Preferred Stock as equals the quotient of (i) the accrued and unpaid Series B Dividends with respect to the shares of Series B Preferred Stock held such Holder and (ii) the Purchase Price.

Dividends. From and after the applicable Issue Date (aas defined below) Holders of shares each series of Series D Preferred Stock, the holders of each series Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoreceive dividends per share, out of funds of the Company legally available for paymenttherefor, subject in the following order of preference (the “Order of Priority”): 1.1 First, Series A Preferred Stock shall be entitled to the prior and superior rights receive dividends per share, out of Senior Stockfunds legally available therefor, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of twelve percent (12.0%) per annum for the period from November 25, 2014 to February 29, 2016, and thereafter at the rate of $0.60 fifteen percent (15.0%) per share of Series D Preferred Stock. Dividends annum, in each case calculated based on the Original Issue Price, compounding annually (the “Series D A Dividend”); 1.2 Second, Series B Preferred Stock will shall be payable quarterly in arrears entitled to receive dividends per share, out of funds legally available therefor, at the rate of twelve percent (12%) per annum, calculated based on the last calendar day Original Issue Price, compounding annually (the “Series B Dividend”); and Third, Series C Preferred Stock shall be entitled to receive dividends per share, at the rate of Aprileight percent (8%) per annum, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid calculated based on the corresponding dividend payment dateOriginal Issue Price, compounding annually, payable in-kind with Series C Preferred Stock issued at the Original Issue Price (the “Series C Dividend” and together with the Series A Dividend and Series C Dividend, the “Preferred Dividends”). 1.3 Holders of Preferred Stock shall be entitled to the Preferred Dividends in Order of Priority before any dividends shall be declared, set apart for or paid upon the Common Stock or any other stock ranking with respect to dividends or on liquidation junior to the Preferred Stock (such additional times and for such interim periods, if any, stock being referred to hereinafter collectively as determined by the Board of Directors“Junior Stock”). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Preferred Dividends shall be fixed by the Board of Directors of the Company. Dividends will cumulative and shall continue to accrue on an annual basis, from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateapplicable Issue Date, whether or not declared and whether or not in any dividend period or periods fiscal year there shall be funds of the Company legally net profits or surplus available for the payment of dividends in such dividendsfiscal year, so that if in any fiscal year or years, dividends in whole or in part are not paid upon any series of Preferred Stock, unpaid dividends thereon shall accumulate. Accumulations The Preferred Dividends shall be paid at times, and subject to the terms, set forth in these Articles of Incorporation. 1.4 The Corporation shall not declare, pay or set aside any dividends on shares of Series D Junior Stock unless (in addition to the obtaining of any consents required elsewhere in these Articles of Incorporation) giving effect to the Order of Priority, (a) the holders of the Preferred Stock will not bear interest. Dividends payable then outstanding shall first receive, or simultaneously receive, a dividend on the Series D each outstanding share of Preferred Stock for any period in an amount at least equal to the greater or less than a full dividend period will be computed of (i) the amount of the aggregate Preferred Dividends then accrued on the basis such share of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and not previously paid or (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 Parity Stock. class or series determined, if applicable, as if each share of such class or series had been converted into Common Stock pursuant to Section 4.1 and (c2) So long as the number of shares of Common Stock issuable upon conversion of one share of Preferred Stock pursuant to Section 4.1, 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 event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having a similar effect with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Original Issue Price for the Preferred Stock. The “Original Issue Price” shall mean $20.00 per share for the Series D A Preferred Stock shall be outstandingStock, unless (i) full cumulative dividends shall have been paid or declared and set apart $20.00 per share for payment on all outstanding shares of the Series D B Preferred Stock and any Parity $20.00 per share for the Series C Preferred Stock, (ii) sufficient funds have been paid subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or set apart for combination, subdivision, reclassification or other corporate actions having the payment of the dividend for the current dividend period similar effect with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders Subject to Section 11.8, beginning on July 1, 2027, holders of shares of issued and outstanding Series D Preferred Stock will Shares shall be entitled to receive, when, as and if declared approved by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company Corporation legally available for payment, subject to the prior payment of distributions and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdeclared by the Corporation, cumulative cash preferential dividends at the a rate per annum equal to the Dividend Rate of $0.60 per share the Liquidation Preference of the Series D Preferred StockShares in effect on the first calendar day of the applicable Dividend Period. All Dividends on the Series D Preferred Stock will Shares shall be paid in cash or other property, shall accrue and accumulate (whether or not declared or paid) on each issued and outstanding share of the Series D Preferred Shares on a daily basis from July 1, 2027, and shall be payable quarterly in equal amounts in arrears on the last calendar day of Aprileach Dividend Period (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day, July, October and January of each year, commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payment date, at such additional times payable on the Series D Preferred Shares for any partial Dividend Period shall be prorated and for such interim periods, if any, as determined by computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend will Dividends shall be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days which shall be the tenth day preceding the payment dates thereofapplicable Dividend Payment Date, as shall be fixed or such other date designated by the Board of Directors or an officer of the Company. Dividends will accrue from Corporation duly authorized by the date Board of Directors for the original issuance payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a “Dividend Record Date”). (b) If the Corporation fails to pay any dividends on the Series D Preferred Stock. Dividends Shares in full for any three consecutive or non-consecutive Dividend Periods (such a failure, a “Dividend Default”), then: (i) commencing on the first day after the Dividend Payment Date on which a Dividend Default occurs and continuing until the date a Correction Event with respect to such Dividend Default occurs, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share; and (ii) following any Dividend Default that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (b), if the Corporation subsequently fails to pay dividends on the Series D Preferred Shares in full for any subsequent three consecutive or non-consecutive Dividend Periods, such subsequent failure shall constitute a separate Dividend Default, and the foregoing provisions of subparagraph (i) of this paragraph (b) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Dividend Default. (c) If, at any time, (x) the Series B Preferred Shares obtain a National Market Listing, and either (i) the Corporation fails to obtain a National Market Listing for the Series D Preferred Shares within 60 consecutive days following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (ii) the Series D Preferred Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (y) the Common Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer (any of the foregoing such events, a “Delisting Event”), then: (i) commencing on the first day after the Delisting Event occurs and continuing until the date a Correction Event with respect to such Delisting Event occurs, (A) in the case of a Delisting Event with respect to the Series D Preferred Shares, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share and (B) in the case of a Delisting Event with respect to the Common Shares, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $1.00 per Series D Preferred Share; and (ii) following any Delisting Event that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (c), if (A) the Series D Preferred Shares subsequently cease to be subject to a National Market Listing for 90 consecutive days or longer or (B) the Common Shares subsequently cease to be subject to a National Market Listing for 90 consecutive days or longer, either of the foregoing such events shall constitute a separate Delisting Event with respect to the applicable shares, and the foregoing provisions of subparagraph (i) of this paragraph (c) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Delisting Event. (d) No distribution or dividend on the Series D Preferred Shares will be cumulative from declared by the Corporation or paid or Set Apart for Payment by the Corporation at such date, whether time as the terms and provisions of Senior Shares or not in any dividend period or periods there shall be funds agreement of the Company Corporation (whether now existing or arising hereafter), including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the Official Code of Georgia Annotated or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series D Preferred Shares shall continue to accrue and accumulate pursuant to the terms hereof regardless of whether (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated Accrued and unpaid dividends on the Series D Preferred Stock and such Parity StockShares will accumulate commencing as of the Dividend Payment Date on which they first become payable. (ce) Except as provided in paragraph (f) of Section 11.3 and subject to paragraph (g) of Section 11.3, no distributions or dividends, in cash or otherwise, may be declared or paid or Set Apart for Payment upon the Common Shares or upon any Junior Shares or Parity Shares, nor shall any Common Shares or any Junior Shares or Parity Shares be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for Junior Shares or by redemption, purchase or acquisition of stock required under any employee benefit plan of the Corporation), unless, on the most recently preceding Dividend Payment Date on which dividends on the Series D Preferred Shares became payable, the Corporation paid such dividends together with all accumulated and unpaid dividends to date on the Series D Preferred Shares in full in cash or other property. (f) When all dividends accumulated and unpaid to date are not paid in full in cash or other property (or a sum of cash or other property sufficient for such full payment is not so Set Apart for Payment) upon the Series D Preferred Shares, all dividends declared, paid or Set Apart for Payment upon the Series D Preferred Shares, shall be declared and paid in cash or other property, as applicable, or declared and a sum of cash or other property, as applicable, sufficient for the payment thereof shall be Set Apart for Payment thereof. No interest, or sum of money or other property in lieu of interest, shall be payable in respect of any dividend payment on Series D Preferred Shares or on any dividend payment or other payment on any Junior Shares which may be in arrears. (g) So long as any Series D Preferred Shares remain outstanding, no cash or stock dividends shall be paid or made to any holders of Common Shares, Series A Preferred Shares or any class or series of Junior Shares, without the shares consent of the majority of the votes entitled to be cast by the holders of the outstanding Series D Preferred Shares. (h) Any dividend payment made on the Series D Preferred Stock Shares shall first be outstanding, unless (i) full cumulative dividends shall have been paid or declared credited against the earliest accumulated accrued and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the unpaid dividend for the current dividend period due with respect to such shares which remains payable at the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares time of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch payment.

Dividends. (a) Holders The holder of shares each share of Series D Class B Redeemable Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends receive on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar 15th day of April, July, October and January January, or the next business day if such 15th business day is not a business day (each such date being referred to herein as a "Dividend Payment Date"), out of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and funds legally available for such interim periodspurpose, if any, and as determined declared by the Board of Directors), cumulative quarterly cash dividends in a per share amount equal to $.291667 for each day during which such share was outstanding during the calendar quarter immediately preceding the Dividend Payment Date. In case the Corporation shall (i) pay a dividend on the Class B Redeemable Preferred Stock in shares of Class B Redeemable Preferred Stock, (ii) subdivide the outstanding shares of Class B Redeemable Preferred Stock, or (ii) combine the outstanding shares of Class B Redeemable Preferred Stock into a smaller number of shares, the per share dividend rate in effect immediately prior thereto shall be proportionately adjusted so that the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately after such event shall equal the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately prior thereto. An adjustment made pursuant to this section shall become effective (x) upon the effective date in the case of a subdivision or combination or (y) upon the record date in the case of a dividend of shares. Quarterly dividends shall be paid on the basis of 90 days in each full quarter regardless of the number of actual days in each quarter, but dividends for less than a full quarter shall be based on the actual number of days during which each share is outstanding. Each such dividend will declared by the Board of Directors shall be payable paid to the holders of record shares of the Class B Redeemable Preferred Stock as they such holders' names appear on the stock records books on the related record date. Such record date shall be the last day of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days calendar quarter immediately preceding the payment dates thereof, as shall applicable Dividend Payment Date. Dividends in arrears with respect to any past Dividend Payment Date with respect to shares of Class B Redeemable Preferred Stock may be declared by the Board of Directors and paid on the outstanding shares of the Class B Redeemable Preferred Stock on any date fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateDirectors, whether or not in any dividend period or periods there shall be funds a regular Dividend Payment Date, to the holder of the Company legally available shares of the Class B Redeemable Preferred Stock on the related record date fixed by the Board of Directors, which shall not be less than 10 nor more than 45 days before the date fixed for the payment of such dividendsdividend. Accumulations of dividends Any dividend payment made on shares of Series D the Class B Redeemable Preferred Stock will shall first be credited against the dividends accrued with respect to the earliest Dividend Payment Date for which dividends have not bear interestbeen paid. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless If full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart aside for payment on the shares of the Class B Redeemable Preferred Stock, all cumulative dividends on the shares of the Class B Redeemable Preferred Stock shall be declared and paid pro rata to the holders of the outstanding shares of the Series D Class B Redeemable Preferred Stock entitled thereto, so that in all cases the amount of dividends declared per share on the shares of the Class B Redeemable Preferred Stock bear to each other the same ratio that accumulated dividends per share on all shares of Class B Redeemable Preferred Stock bear to each other. No holder of shares of Class B Redeemable Preferred Stock shall be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as provided in this section (b). No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Class B Redeemable Preferred Stock that may be in arrears. Except as set forth above, for so long as any shares of the Class B Redeemable Preferred Stock are outstanding, no dividends may be paid or declared and any Parity set aside for payment or other distribution made upon the Class A Convertible Preferred Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, other stock of the Company may not declare any Corporation ranking junior to the shares of the Class B Redeemable Preferred Stock as to dividends on any ("Junior Stock"), or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, nor may any shares of Junior Stock be redeemed, purchased or make any distribution in respect thereof, whether in cash or property or in obligations or stock of otherwise acquired by the Company, other than Corporation for consideration (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary payment made to or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, available for a sinking fund for the purpose redemption of any employee incentive shares of such stock), unless full cumulative dividends on all shares of Class B Redeemable Preferred Stock for all Dividend Payment Dates accruing on or benefit plan prior to the date of such transaction have been or contemporaneously are declared and paid through the Companymost recent Dividend Payment Date. The limitations in this paragraph do If dividends are not restrict paid on a Dividend Payment Date, then such dividends shall accrue and be cumulative from and after such Dividend Payment Date. Notwithstanding the Company's ability to take the actions in this paragraph foregoing, no dividends shall be paid or payable with respect to any Parity Stockshares of Class B Redeemable Preferred Stock if such payment is otherwise prohibited by section (h) of this Certificate of Designations or by the Delaware General Corporation Law. As used in this subparagraph (c), the term "dividend" Dividends with respect to Junior Stock does not include dividends payable solely in shares of Junior Class B Redeemable Preferred Stock on Junior Stock, or in options, warrants on rights may also be subject to holders of Junior Stock to subscribe for or purchase any Junior Stocksetoff and recoupment as contemplated by section (k) hereof.

Dividends. (a) Holders The holders of shares of the then-outstanding Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will shall be entitled to receive, when, receive when and as and if declared by the Corporation’s Board of Directors (the “Board of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors”), out of funds of the Company legally available for paymenttherefor (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, subject to the prior and superior rights directly or indirectly, additional shares of Senior Common Stock), but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 eight percent (8%) of the Original Series A Price (as defined in Section 4(a)), the Original Series B Price (as defined in Section 4(a)), the Original Series C Price (as defined in Section 4(a)), the Original Series D-1 Price (as defined in Section 4(a)), the Original Series D-2 Price (as defined in Section 4(a)) and the Original Series D-3 Price (as defined in Section 4(a)), respectively, per share of Series D Preferred Stockper annum. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding No dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will other distribution may be declared or paid on any Parity shares of Common Stock, and no shares of Common Stock may be redeemed or otherwise repurchased (whether by the Corporation or any subsidiary thereof), during any calendar year unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient in the total amount of the annual dividend rate for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid specified in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends this Section 1 shall have first been paid or declared and set apart for payment to the holders of the Preferred Stock during that calendar year; provided, however, that this restriction shall not apply to a Permitted Repurchase (as defined below). If, after dividends in the full preferential amounts specified in this Section 1 for the Preferred Stock have been paid or declared and set apart in any calendar year of the Corporation, the Board of Directors shall declare additional dividends out of funds legally available therefor in that calendar year, then such additional dividends shall be declared pro rata on all the Common Stock and the Preferred Stock on a pari passu and as-converted basis. No dividend may be declared or paid on any shares of Series A Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series D B Preferred Stock, Series C Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock. No dividend may be declared or paid on any shares of Series B Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series A Preferred Stock, Series C Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock No dividend may be declared or paid on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.any

Dividends. (a) Holders of shares of Series D B Preferred Stock will be entitled to receive, when, when and as authorized by the Board and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of 8.625% per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 $25.00 liquidation preference (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directorsequivalent to $2.15625 per annum per share). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends Such dividends will be cumulative from such date[ • ], 20211, whether or not in any dividend period or periods (i) such dividends shall be declared, (ii) there shall be funds of the Company legally available for the payment of such dividends or (iii) any agreement prohibits payment of such dividends, and such dividends shall be payable quarterly the 15th day of January, April, July and October of each year (or, if not a Business Day (as defined in Article VII of the Charter), the next succeeding Business Day), commencing [ • ], 20212. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends Any dividend payable on the Series D B Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daystwelve 30-day months and a 360-day year. Dividends will be payable in arrears to holders of record as they appear on the records of the Corporation at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable dividend payment date. Holders of Series B Preferred Stock will not be entitled to receive any dividends in excess of cumulative dividends on the Series D B Preferred Stock for each full at the dividend period rate specified in this paragraph. No interest will be computed by dividing paid in respect of any dividend payment or payments on the annual dividend rate by fourSeries B Preferred Stock that may be in arrears. (b) Except as provided When dividends are not paid in full upon the next sentenceSeries B Preferred Stock or any other class or series of Parity Stock, no dividend will be or a sum sufficient for such payment is not set apart, all dividends declared upon the Series B Preferred Stock and any other class or paid on any series of Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will shall be declared ratably in proportion to accumulated the respective amounts of dividends accumulated, accrued and unpaid on the Series B Preferred Stock and accumulated, accrued and unpaid on such Parity Stock. Except as set forth in the preceding sentence, unless dividends on the Series D B Preferred Stock equal to the full amount of accumulated, accrued and unpaid dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof set apart for such payment for all past dividend periods, no dividends (other than dividends paid in Junior Stock or options, warrants or rights to subscribe for or purchase such Junior Stock) shall be declared or paid or set aside for payment with respect to any class or series of Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) . Unless full cumulative dividends shall on the Series B Preferred Stock have been paid or declared and set apart for payment on for all outstanding shares of the Series D Preferred past dividend periods, no dividends (other than dividends paid in Junior Stock and any Parity or options, warrants or rights to subscribe for or purchase such Junior Stock, (ii) sufficient funds have been shall be declared or paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forJunior Stock, the Series D Preferred nor shall any Junior Stock or Parity Stock be redeemed, purchased or otherwise acquired (except for purposes of an employee benefit plan) for any consideration, or any monies be paid to or made available for a sinking fund for the redemption of any Junior Stock or Parity Stock, the Company may not declare any dividends on any Stock (except by conversion or exchange for Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on or rights to holders of Junior Stock to subscribe for or purchase Junior Stock), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Stock or Parity Stock. Notwithstanding the foregoing, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or distribution on any Parity Stock or (ii) redeeming, purchasing or otherwise acquiring any Junior Stock or Parity Stock, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary to maintain the Corporation’s qualification as a real estate investment trust for federal income tax purposes (“REIT”). 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). 2 To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend). (c) No dividends on Series B Preferred Stock shall be authorized by the Board or declared or paid or set apart for payment at such time as the terms and provisions of any agreement, including any agreement relating to the Corporation’s indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (d) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code) any portion of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock, then the portion of the capital gains amount that shall be allocable to the holders of Series B Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series B Preferred Stock for the year bears to the total dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock. (e) In determining for purposes of Section 2-311 of the Maryland General Corporation Law or otherwise under the Maryland General Corporation Law whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation), by dividend, redemption or otherwise, is permitted, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the liquidation preference of any series of preferred stock with preferential rights on dissolution senior to the Series B Preferred Stock (as discussed in Section 4 below) will not be added to the Corporation’s total liabilities.

Dividends. (a) Holders Upon the grant of shares of Series D Preferred Stock will Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, whenfor each Common Share granted, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject an amount equal to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share amount of Series D Preferred Stock. Dividends all dividends declared with respect to Common Shares with a record date on or after the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October Effective Date to and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from including the date of the original issuance Termination of Employment of the Series D Preferred StockGrantee. Dividends will be cumulative from After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such date, whether or not in any dividend period or periods there Common Shares shall be funds entitled to receive dividends in the same manner as dividends are paid to all other holders of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Shares. (b) Except as provided Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive dividends in the next sentence, no dividend will be declared or same manner as dividends are paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for to all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockother holders of Common Shares. (c) So long as the shares Upon grant of the Series D Preferred Stock Restricted Shares pursuant to Section 3(a), the Grantee shall be outstandingentitled to receive, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares each of the Series D Preferred Stock and any Parity StockRestricted Shares (whether vested or unvested), (ii) sufficient funds have been paid or set apart for an amount in cash equal to the payment per share amount of the dividend for the current dividend period all dividends declared with respect to the Series D Preferred Stock Common Shares with a record date on or after the Effective Date and any Parity Stock and before the Share Issuance Date (iiiother than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if the number of Restricted Shares received pursuant to Section 3(a) is reduced so that the Fair Market Value of the Common Shares underlying the Restricted Shares received is less than or equal to the Maximum Value (as required under Section 3), then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (i) the Company is not in default or in arrears per share amount of all dividends declared with respect to the mandatory Common Shares with a record date on or optional redemption after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (ii) the number of Restricted Shares the Grantee would have received had no such reduction occurred. After the Share Issuance Date, the holder of Restricted Shares (whether vested or mandatory repurchase unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or other mandatory retirement ofunvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares. (d) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockNotional Units and/or Restricted Shares.

Dividends. (a) Holders The holders of shares of the then outstanding Series D B Preferred Stock will Shares shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Trustees out of any funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends at the rate per annum of $0.60 22.8125 per share per year, payable in equal amounts of Series D Preferred Stock. Dividends $5.703125 per share quarterly in cash on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or if not a Business Day, the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing July 31beginning January 15, 2000 1996 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors Trustees at the time of declaration of the Companydividend (the "Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends will on each share of Series B Preferred Shares shall accrue and be cumulative from and including the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateissue thereof, whether or not in (i) dividends on such shares are earned or declared or (ii) on any dividend period or periods Quarterly Dividend Date there shall be funds of the Company legally available for the payment of such dividends. Accumulations Dividends paid on the Series B Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series D B Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for Shares at any period greater or less date other than a full dividend period will Quarterly Dividend Date shall be computed equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) of $22.8125 for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30- day months. Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forthese Articles, the Series D B Preferred Stock Shares shall not be entitled to participate in the earnings or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock assets of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockTrust.

Dividends. Borrower shall not, directly or indirectly, declare or pay --------- any dividends on account of any shares of any class of capital stock of Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than stock or apply or set apart any sums, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; except, that, Borrower may: ------ ---- (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as declare and if declared by pay mandatory dividends required under the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance terms of the Series D A Preferred Stock. Dividends will be cumulative from Stock as in effect on the date hereof pursuant to (i) the issuance of subordinated promissory notes to the holders of such date, whether Series A Preferred Stock to the extent permitted under Section 7.2(f) above or not in any dividend period or periods there shall be funds (ii) the forgiveness of the Company legally available for Indebtedness owed to Borrower by the payment holders of such dividends. Accumulations of dividends on shares of the Series D A Preferred Stock will not bear interest. Dividends payable on arising pursuant to the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed loans by dividing the annual dividend rate by four.Borrower to such holders permitted under Section 7.6(c) below, and (b) Except purchase or redeem shares of Common Stock or Series A Preferred Stock of Borrower from any party to the Stockholder Agreement pursuant to Section 4 thereof (as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside effect on the date hereof) or purchase or redeem Common Stock or Series D A Preferred Stock for all prior dividend periods. If accrued dividends of Borrower pursuant to Sections 2.2, 2.4, 2.5 and 2.6 of the Management Stockholder Agreement (as in effect on the date hereof), or purchase or redeem shares of Common Stock or Series D A Preferred Stock for all prior periods have not been paid of Borrower pursuant to the Unwind Agreements (as in full, then any dividends declared effect on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion date hereof), provided, that as to accumulated and unpaid dividends on the Series D Preferred Stock and each such Parity Stock. (c) So long as the shares purchase or redemption all of the Series D Preferred Stock shall be outstanding, unless -------- ---- following conditions are satisfied as determined by Agent: (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares as of the Series D Preferred Stock date of such purchase or redemption and any Parity Stockafter giving effect thereto, no Event of Default, or act, condition, or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred, (ii) sufficient funds Lender shall have been paid received not less than ten (10) Business Days prior written notice of the intention of Borrower to purchase or set apart redeem such Common Stock or Series A Preferred Stock, which notice shall specify in reasonable detail acceptable to Agent, the party from whom such Common Stock or Series A Preferred Stock is being purchased, the amount which Borrower is paying for the payment Common Stock or Series A Preferred Stock to be purchased or redeemed, the anticipated date of such purchase or redemption, the dividend for the current dividend period agreement pursuant to which Borrower is purchasing or redeeming such shares and such other information with respect to the Series D Preferred Stock and any Parity Stock and thereto as Lender may reasonably request, (iii) as of the Company date of any such purchase or redemption and after giving effect thereto, Excess Availability shall be not less than $5,000,000, except to the extent that the amount paid by ------ Borrower to purchase or redeem such Common Stock or Series A Preferred Stock is equal to or less than the amount of cash or other immediately available funds which was previously paid by the holder of such stock to Borrower to purchase the stock then being purchased or redeemed by Borrower, (iv) Borrower shall not, directly or indirectly, amend, modify, alter or change any of the terms of the Stockholder Agreement, the Management Stockholder Agreement or the Unwind Agreements or any agreement or instrument related thereto, except, that, ------ ---- Borrower may, after not less than ten (10) Business Days prior written notice to Lender, amend, modify, alter or change the terms thereof so long as: (A) either (1) such amendment, modification, alteration or change does not in default any manner adversely affect Lender or any rights of Lender as determined in arrears with respect good faith by Lender or (2) Lender has consented in writing to such amendment or modification, and (B) such amendment, modification, alteration or change does not in any way relate to the mandatory or optional redemption or mandatory repurchase terms of any purchases, dividends, redemptions, or other mandatory retirement of, payments by Borrower in respect of any Common Stock or with respect to any sinking or other analogous fund for, the Series D A Preferred Stock or any Parity Stock, under the Company may not declare any dividends on any Junior Stockterms of such agreements or instruments, or make any payment terms thereof more restrictive or burdensome than as in effect on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockdate hereof.

Dividends. (a) Holders Each of Raytheon and UTC shall coordinate with the other in respect of the designation of the record dates and payment dates for its quarterly cash dividends, so that holders of shares of Series D Preferred Raytheon Common Stock will be entitled do not (a) receive dividends on both shares of Raytheon Common Stock and UTC Common Stock received in the Merger in respect of any calendar quarter or (b) fail to receive, when, as and if declared by receive a dividend on either shares of Raytheon Common Stock or UTC Common Stock received in the Board Merger in respect of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 quarter (and in the case of this clause (b), unless UTC shall not pay a dividend on any accumulated and unpaid dividends not paid on shares of UTC Common Stock in respect of such quarter). (i) On or prior to the corresponding dividend payment datedate that is ten (10) business days prior to the anticipated Closing Date, at such additional times and for such interim periodsUTC may, if anyit determines in good faith that (A) the Applicable Indebtedness (as defined in the Separation Principles) is reasonably expected to exceed the Target Indebtedness (the amount of such excess, the “Overage Amount”) and (B) the aggregate outstanding principal amount of total indebtedness for borrowed money of Otis SpinCo, Carrier SpinCo and their respective subsidiaries as determined by of immediately following the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records consummation of the Company at Otis Distribution (in the close case of business on ▇▇▇▇ SpinCo) and the Carrier Distribution (in the case of Carrier SpinCo) would exceed $18,250,000,000, deliver written notice (the “Overage Notice”) of such determinations to Raytheon, which such notice shall also set forth the Overage Amount. (ii) In the event that UTC delivers an Overage Notice, (A) Raytheon may, in its sole discretion, declare (with a record datesdate prior to the Closing) and pay to its stockholders (whether before or after the Closing, not more than 60 days nor less than 10 days preceding while minimizing any delay in the payment dates thereofClosing to the extent reasonably practicable) a cash distribution in an aggregate amount equal to the product of (1) a fraction, as shall be fixed by the Board numerator of Directors which is 0.43 and the denominator of which is 0.57, and (2) the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateOverage Amount, and (B) subject to clause (II) below, whether or not in any dividend period or periods there Raytheon elects to pay such a cash distribution, Target Indebtedness shall be funds deemed for purposes of this Agreement (including the Separation Principles) to be increased by the Overage Amount; provided, that notwithstanding the foregoing, in the event the amount of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (bcash distribution calculated in accordance with this Section 6.13(b)(ii) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than would (x) Junior Stock which is neither convertible intobe $250,000,000 or less, nor exchangeable UTC may, in its discretion, withdraw the Overage Notice and no provision of this Section 6.13(b)(ii) shall be given effect; provided, that if UTC does not withdraw the Overage Notice, then (I) Raytheon shall be permitted to pay a cash distribution pursuant to this Section 6.13(b)(ii) in an aggregate amount of $250,000,000 and (II) whether or exercisable fornot Raytheon elects to pay such a cash distribution, any securities in lieu of the Company other than Junior Stockforegoing clause (B), the Target Indebtedness shall be deemed for purposes of this Agreement (including the Separation Principles) to be increased by $331,000,000, or (y) Common Stock acquired in connection with the cashless exercise exceed $2,000,000,000, no provision of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 6.13(b)(ii) shall be given effect.

Dividends. (a) Holders From and after the date of the issuance of any shares of Series D C Preferred Stock, dividends at the rate per annum of 8% of the Series C Original Issue Price shall accrue on such shares of Series C Preferred Stock will (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock) (the “Series C Preferred Dividend”). Series C Preferred Dividends shall accrue quarterly, whether or not declared but shall be entitled to receivenoncumulative and non-compounding; provided however, that except as set forth in the following sentence of this Section 5(a) or in Section 1(a) or Section 6(a) of this Article FOURTH, such Series C Preferred Dividends shall be payable only when, as as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Series C Preferred Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of Series B Preferred Stock, Series A Preferred Stock, Seed Preferred Stock or Common Stock of the Company and only with Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the consent obtaining of PNC Bank, N.A. or any successor lender thereto, out consents required elsewhere in the Certificate of funds Incorporation) the holders of the Company legally available for paymentSeries C Preferred Stock then outstanding shall first receive, subject or simultaneously receive, a dividend on each outstanding share of Series C Preferred Stock in an amount at least equal to the prior amount of the aggregate Series C Preferred Dividends then accrued on such share of Series C Preferred Stock and superior rights not previously paid and, in the case of Senior a dividend payable on shares of Common Stock, but pari passu with Parity the dividend which would have been payable to such holder if the shares of Series C Preferred Stock held by such holder had been converted into Common Stock on the record date for the determination of holders of Common Stock entitled to receive such dividend. (b) From and after the date of the issuance of any shares of Series B Preferred Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 eight percent (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance 8%) of the Series D Preferred Stock. Dividends will be cumulative from B Original Issue Price shall accrue on such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D B Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided subject to appropriate adjustment in the next sentenceevent of any stock dividend, no dividend will be declared stock split, combination or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period other similar recapitalization with respect to the Series D B Preferred Stock and any Parity Stock and Stock) (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the “Series D B Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereofDividend”). Series B Preferred Dividends shall accrue daily, whether in cash or property or in obligations or stock of the Companynot declared and shall be cumulative and non-compounding; provided however, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made that except as set forth in the ordinary course following sentence of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.this

Dividends. (a) Holders The holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior all of the Corporation’s common stock, $0.001 par value per share (the “Common Stock”), cumulative cash dividends at the rate issued previously or hereafter, a 7.0% per annum dividend on the Original Issue Price of $0.60 per each share of Series D Preferred Stock held by such holder that is cumulative and payable in kind per share in such number of shares of Series D Preferred Stock determined using a price per share equal to $[0.55 divided by the Per Share Consideration (as defined in the Merger Agreement)] per share (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Series D Preferred Stock) (the “Original Issue Price’’) and calculated on actual number of days elapsed in a year of 365 days. In lieu of the issuance of a fractional share of Series D Preferred Stock as a dividend, the Corporation shall issue a whole share of Series D Preferred Stock (rounded to the nearest whole share), determined on the basis of the total number of shares of Series D Preferred Stock held by the holder with respect to which such dividends are being calculated. Suchdividends will be cumulative and compound on a quarterly basis to the extent not paid for any reason. Dividends on will accrue and be cumulative from the date that the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day is issued under this Certificate of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateDesignation, whether or not in any dividend period the Corporation has earnings or periods profits, whether or not there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are declared or paid. Accumulations Quarterly dividends will be paid on the last business day of the fiscal quarter (the “Payment Date”). Dividends paid in an amount less than the total amount of such accrued dividends at the time shall be allocated pro rata on a share-by-share basis among all shares of Series D Preferred Stock will not bear interestat the time outstanding. Dividends payable on The record date for determination of the holders of Series D Preferred Stock for any period greater entitled to receive payment of a dividend thereon shall be fifteen (15) days before the Payment Date, or such other date that the Corporation establishes no less than a full ten (10) days and no more than thirty (30) days preceding the Payment Date. In addition, if and when any dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be is declared or paid by the Board of Directors with respect to the Common Stock, the Board of Directors shall also declare and pay the same dividend on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares each share of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment then outstanding on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect an as-if-converted to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbasis.

Dividends. (a) Holders The holders of shares of Series D B Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash receive preferential dividends at the an annual rate equal to six percent (6%) per annum of $0.60 per times the Original Issue Price (as defined below) for each share of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will held by such holders, and such dividends shall be payable quarterly in arrears on cash to the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board each March 15 and September 15 of Directors each year. Dividends on shares of the Company. Dividends will accrue Series B Preferred Stock shall accumulate on a daily basis from the date on which such shares are issued and, to the extent they are not paid in cash when due, shall compound on a semi-annual basis on each March 15 and September 15 of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateeach year, whether or not in any dividend period or periods there shall be funds of the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will and whether or not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdividends are declared. (b) Except as provided in the next sentence, no dividend will be declared or paid on Upon conversion of any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the share of Series D B Preferred Stock for all prior dividend periods. If accrued dividends on into Common Stock pursuant to Section 4, the holder of such Series D B Preferred Stock for shall be entitled to receive payment of all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated accrued and unpaid dividends on thereon, at the option of the holder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series D Preferred Stock and such Parity StockB Conversion Price. (c) So long as In no event may any dividends be paid on the Series B Preferred Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of any Senior Stock shall have been paid in full. If dividends are paid on the shares of Series B Preferred Stock and shares of Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all such shares of Series B Preferred Stock and shares of Parity Stock at the time outstanding based on the amount of dividends then due with respect to each such share. In no event may any dividends be paid on any Junior Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of the Series D B Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfull.

Dividends. Entergy shall not, nor shall it permit any of its subsidiaries to, (ai) Holders declare, set aside or pay any dividends on or make other distributions in respect of shares any of Series D Preferred Stock will be entitled to receiveits capital stock or share capital, when, as except: (A) that Entergy may continue the declaration and if declared by the Board payment of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior regular quarterly cash dividends on Entergy Common Stock, but pari passu not to exceed $0.30 per share, with Parity Stockusual record and payment dates for such dividends in accordance with past dividend practice; provided, and that (1) dividends payable in preference to Junior Stock, cumulative cash dividends at the rate per annum respect of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing periods after July 31, 2000 2000, may exceed by up to 5% per share the dividend payable during the prior 12-month period in respect of the comparable time period and (2) if the Entergy Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend may be declared and paid in respect of Entergy Common Stock with respect to the quarter in which the Entergy Effective Time occurs with a record date in such quarter and on or prior to the date on which the Entergy Effective Time occurs, which dividend does not exceed an amount equal to the product of (i) a fraction the (x) numerator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the record date of such special dividend (excluding such last payment date but including the record date of such special dividend) and (y) the denominator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the same calendar day in the case third month after the month in which such last payment date occurred (excluding such last payment date but including such same calendar day), multiplied by (ii) the then permitted quarterly dividend per share, and (B) for the declaration and payment of any accumulated and unpaid dividends not paid on by a direct or indirect wholly-owned subsidiary solely to its parent corporation, or by a direct or indirect partially owned subsidiary of Entergy (provided that Entergy or the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board Entergy subsidiary receives or is to receive its proportionate share of Directors). Each such dividend will be payable or distribution), and (C) for the declaration and payment of regular cash dividends with respect to holders preferred stock of record Entergy's subsidiaries outstanding as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance Agreement or permitted to be issued under the terms of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.Agreement,

Dividends. (a) Holders of Prior to the Second Anniversary Date, shares of Series D B Preferred Stock will shall accumulate dividends at a rate of 9.308332% per annum, payment of which may be entitled made in cash or by the issuance of additional shares of Series B Preferred Stock (which, upon issuance, shall be fully paid and nonassessable), at the option of the Company; provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash. On and after the Second Anniversary Date, shares of Series B Preferred Stock shall accumulate dividends at a rate of 9% per annum, which dividends shall be paid in cash. On and prior to receivethe Second Anniversary Date, dividends shall be paid annually on the anniversary of the original issuance of Series B Preferred Stock, and thereafter dividends shall be paid in four equal quarterly installments on the last day of March, June, September and December of each year, or if any such date is not a Business Day, the Business Day next preceding such day (each such date, regardless of whether any dividends have been paid or declared and set aside for payment on such date, a "Dividend Payment Date"), to holders of record (the "Registered Holders") as they appear on the stock record books of the Corporation on the fifteenth day prior to the relevant Dividend Payment Date. Notwithstanding the foregoing, from and after the day on which the Shareholder Approval occurs, dividends shall accumulate on the Series B Preferred Stock (i) prior to the Second Anniversary Date, at a rate of 8.243216% per annum, payment of which may be made in cash or by the issuance of additional shares of Series B Preferred Stock (which upon issuance shall be fully paid and nonassessable), at the option of the Company, provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash, and (ii) on and after the Second Anniversary Date, at a rate of 8% per annum, which dividends shall be paid in cash. Dividends shall be paid only when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company time legally available for the payment of such dividends. Accumulations of dividends Dividends shall begin to accumulate on outstanding shares of Series D B Preferred Stock will from the date of issuance and shall be deemed to accumulate from day to day whether or not bear interestearned or declared until paid. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed shall accumulate on the basis of a 360-day year consisting of twelve 30-day months (four 90-day quarters) and the actual daysnumber of days elapsed in the period for which payable. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the at more than one annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will or partial dividend period shall be declared ratably in proportion to accumulated and unpaid dividends pro rated on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares basis of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares number of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current days in such dividend period with respect to or partial dividend period, calculated as aforesaid, and the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any actual number of days elapsed for which dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends are payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockat each such annual rate.

Dividends. (a) Holders The holders of shares of Series D New Class A Preferred Stock will shall be entitled to receive, whenout of funds legally available for that purpose, as and if declared by dividends at the Board rate of Directors three percent (3%) of the Company applicable New A Series Subscription Price, per annum, and only with the consent no more. The holders of PNC Bank, N.A. or any successor lender theretoall series of New Class B Preferred Stock shall be entitled to receive, out of funds of the Company legally available for paymentthat purpose, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of five percent (5%) of the applicable New B Series Subscription Price, per annum annum, and no more. The entitlement of $0.60 per share of Series D Preferred Stock. Dividends on the Series D New Class A Preferred Stock will be payable quarterly in arrears on and the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid New Class B Preferred Stock to such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companypro rata and on a parity. Dividends will accrue Such dividends shall be cumulative (cumulating from the date of the original issuance of such shares of Preferred Stock on a day-to-day basis on the Series D basis of a 360-day year), shall be compounded annually and shall be payable in arrears upon the occurrence of a Liquidation Event (as defined in Section 3 of Part Two of this Article Fourth (such date being herein referred to as the “Dividend Payment Date”). Dividends shall be paid to the holders of record of the New Class A Preferred Stock and New Class B Preferred Stock. Dividends will be cumulative from , as their names appear on the share register of the Corporation on the corresponding record date for the distribution. (b) If, on any Dividend Payment Date, the holders of the New Class A Preferred Stock and New Class B Preferred Stock shall not have received the full dividends provided for in the other provisions of this Section 2, then such datedividends shall cumulate, whether or not in any dividend period earned or periods there declared, with additional dividends thereon until such dividends shall be funds of the Company legally available for the payment of such dividendspaid. Accumulations of Unpaid dividends shall cumulate on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will day-to-day basis and shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stocka 360-day year. (c) So long as the any shares of the Series D Preferred Stock shall be outstanding, unless without the written consent of the holders of not less than a majority of the shares of New Class A Preferred Stock then outstanding, all series voting together as a single class, and the written consent of the holders of not less than fifty five percent (55%) of the shares of New Class B Preferred Stock then outstanding, all series voting together as a single class, neither the Corporation nor any Subsidiary or affiliate of the Corporation shall: (i) full cumulative dividends shall have been paid declare or declared and set apart for payment pay on all outstanding shares of the Series D Preferred any Junior Stock and any Parity Stockdividend whatsoever, whether in cash, property or otherwise; or (ii) sufficient funds have been paid or except as set apart for the payment forth in Section 3 of the dividend for the current dividend period with respect to the Series D Preferred Stock and Part Two of this Article Fourth, make any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends distribution on any Junior Stock, or make purchase or redeem any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with pay or make available any monies for a sinking fund for the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition redemption of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, When and as and if declared by the Corporation’s Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall be obligated to pay preferential dividends to the holders of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the Series A Preferred Stock prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Common Stock as provided in this Section II.1. Dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue at the rate of 8% per annum of $0.60 per share of Series D Preferred Stock. Dividends annum, compounded quarterly, on the sum of the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any A Liquidation Preference thereof plus all accumulated and unpaid dividends not thereon from and including the Date of Issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Preference of such Series A Share, plus all accrued and unpaid dividends thereon, is paid to the holder thereof in connection with the liquidation of the Corporation, (ii) the date on which such Series A Share is converted into shares of Common Stock hereunder or (iii) the corresponding dividend payment date, at date on which such additional times and for such interim periods, if any, as determined Series A Share is otherwise acquired by the Board of Directors)Corporation. Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Such dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period they have been declared and whether or periods not there shall be are profits, surplus or other funds of the Company Corporation legally available for the payment of dividends, and such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for such that all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been fully paid or declared and with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. To the extent not paid on March 31, June 30, September 30, and December 31 of each year, with respect to each Series A Share (the “Dividend Reference Dates”), all dividends which have accrued on each Series A Share outstanding shares during the three-month period (or other period in the case of the Series D Preferred Stock initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. Except as otherwise provided herein, if at any Parity Stock, (ii) sufficient funds have been paid or set apart for time the payment Corporation pays less than the total amount of the dividend for the current dividend period dividends then accrued with respect to the Series D A Preferred, such payment shall be distributed, pro rata among the holders of Series A Preferred based upon the preferences set forth in Section II.1(a) above and based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. In the event that the Corporation declares or pays any dividends upon the Common Stock and any Parity Stock and (iii) the Company is not whether payable in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase cash, securities or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, property) other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Common Stock, or in options, warrants on rights the Corporation shall also declare and pay to the holders of Junior the Series A Preferred Stock at the same time that it declares and pays such dividends to subscribe the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred Stock been converted immediately prior to the record date for such dividend, or purchase any Junior Stockif no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Dividends. (a) The Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for paymenttherefor, subject dividends in the same amount per share as dividends are paid with respect to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per Common Stock (treating each share of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will as being equal to the number of shares of Common Stock into which each such share of Series A Preferred Stock could be payable quarterly in arrears on converted pursuant to the last calendar day provisions of AprilArticle 6 hereof, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at with such additional times and for such interim periods, if any, number determined as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment determination of Holders of Common Stock entitled to receive such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdividend). (b) Except As long as provided in any shares of the next sentenceSeries A Preferred Stock are Outstanding, no dividend will dividends shall be declared or paid or set apart for payment on Pari Passu Securities for any Parity period unless dividends in the same amount per share as dividends are paid with respect to the Series A Preferred Stock unless full cumulative dividends and Common Stock (with the Series A Preferred Stock being treated along with the Common Stock in accordance with the requirements of Section 4.1(a)) have been or contemporaneously are declared and paid or are contemporaneously declared and funds a sum sufficient for the payment thereof set aside apart for such payment on the Series D A Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So As long as the any shares of the Series D A Preferred Stock are outstanding, no dividends shall be outstanding, unless (i) full cumulative dividends shall have been paid declared or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for payment or other distribution declared or made upon Junior Securities (other than the payment Common Stock) nor shall any Junior Securities be redeemed, purchased or otherwise acquired [other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of an employee agreement, or incentive or benefit plan (including a stock option plan), of the dividend Corporation or any subsidiary (all such dividends, distributions, redemptions or purchases being hereinafter referred to as a "Junior Securities Distribution")] for any consideration (or any moneys be paid to or made available for a sinking fund for the current dividend period redemption of any shares of any such stock) by the Corporation, directly or indirectly, unless in each case an equal amount of Junior Securities Distribution per share as dividends, distributions, redemptions or purchase amounts are paid with respect to the Series D A Preferred Stock, any Pari Passu Securities and the Common Stock (with the Series A Preferred Stock and any Parity Stock and (iii) being treated along with the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection accordance with the cashless exercise requirements of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (cSection 4.1(a), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock).

Dividends. (aA) Holders Subject to the preferential rights of holders of any class or series of shares of Series D stock of the Corporation ranking senior to the Class N Preferred Stock will be as to the payment of dividends, the Holders of the Class N Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoBoard, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockquarterly, cumulative preferential cash dividends at dividends, an amount per share equal to 7.25% of the rate Liquidation Preference per annum (equivalent to a fixed annual amount of $0.60 3,625.00 per share), payable in equal amounts of $906.25 per share of Series D Class N Preferred Stock. Stock quarterly. (B) Dividends on the Series D Class N Preferred Stock shall begin to accrue and will be fully cumulative starting from [●]3 and shall be payable quarterly when, if and as authorized by the Board, in equal amounts in arrears on the last calendar day of AprilJanuary 15, JulyApril 15, July 15 and October and January 15 of each yearyear or, if not a Business Day, the next succeeding Business Day commencing July 31[●]4 (each, 2000 (a “Dividend Payment Date”), and in the case of any accumulated and unpaid no interest or additional dividends not paid or other sums shall accrue on the corresponding amount so payable from such date to such next succeeding Business Day. Any dividend payment date, at such additional times payable on the Class N Preferred Stock for any partial dividend period that ends prior to a Dividend Payment Date will be prorated and for such interim periods, if any, as determined by computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record Holders as they appear on in the stock share records of the Company Corporation at the close of business on the applicable record date, which shall be the 20th day of the calendar month immediately preceding the month in which the applicable Dividend Payment Date falls or such record dates, other date designated by the Board that is not more than 60 days 30 nor less than 10 days preceding prior to the applicable Dividend Payment Date (each, a “Dividend Record Date”). Notwithstanding any provision to the contrary contained herein, each outstanding share of Class N Preferred Stock will be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Class N Preferred Stock that is outstanding on such date. For the avoidance of doubt, notwithstanding anything to the contrary set forth in these Articles Supplementary, each share of Class N Preferred Stock issued and outstanding on the Dividend Record Date for the first Dividend Payment Date following the Issue Date shall accrue dividends from [●]5 and shall receive the same dividend payment dates thereofregardless of the date on which such share of Class N Preferred Stock was actually issued. As used herein, as the term “dividend period” for the Class N Preferred Stock means the period from and including [●]6 and ending on and excluding the next Dividend Payment Date, and each subsequent period from and including such Dividend Payment Date and ending on and excluding the next following Dividend Payment Date. (C) No dividends on the Class N Preferred Stock shall be fixed declared or paid or set apart for payment by the Board of Directors if such declaration, payment or setting apart for payment would violate any agreement of the Company. Dividends Corporation or is restricted or prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the Class N Preferred Stock will accrue from whether or not the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateCorporation has earnings, whether or not in any dividend period or periods there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are declared. Accumulations of Accrued but unpaid dividends on shares of Series D the Class N Preferred Stock will not bear interestinterest and Holders will not be entitled to any dividends whether payable in cash, property or shares of any class or series of shares of stock (including Class N Preferred Stock) in excess of the full cumulative dividends described above. Dividends payable Any dividend payment made on the Series D Class N Preferred Stock for any period greater or less than a full shall first be credited against the earliest accumulated but unpaid dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdue with respect to such shares that remains payable. (bE) Except If, for any taxable year, the Corporation elects to designate as provided “capital gain dividends” (as defined in Section 857 of the next sentenceInternal Revenue Code of 1986, no dividend will be declared or paid on as amended (the “Code”)) any Parity Stock unless full cumulative portion (the “Capital Gains Amount”) of the dividends have been declared and (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of shares of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the Holders shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the Holders for the year bears to the Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any undistributed long-term capital gains of the Corporation that are contemporaneously declared and funds sufficient for payment set aside to be included in its shareholders’ long-term capital gains, based on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on allocation of the Series D Preferred Stock for all prior periods Capital Gains Amount that would have not resulted if such undistributed long-term capital gains had been paid in full, then any dividends declared on distributed as “capital gains dividends” by the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion Corporation to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockits stockholders. (cF) So long as No dividends or other distributions (other than a dividend or distribution payable solely in Parity Stock or Junior Stock (in the shares case of Parity Stock) or Junior Stock (in the Series D Preferred Stock shall case of Junior Stock) and cash in lieu of fractional shares) will be outstandingdeclared, unless (i) full cumulative dividends shall have been made or paid or declared and set apart for payment on all outstanding shares any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Series D Corporation or on its behalf (except by conversion into or exchange for Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)) unless full Accumulated Dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Class N Preferred Stock and any Dividend Parity Stock for all dividend periods ending on or prior to the date of such declaration, payment, set apart, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of Parity Stock or Junior Stock solely to the extent necessary to preserve the Corporation’s qualification as a Real Estate Investment Trust (a “REIT”). 3 The last dividend payment date prior to the closing of the Company Merger. 4 The first dividend payment date following the closing of the Company Merger. 5 The last dividend payment date prior to the closing of the Company Merger. 6 The last dividend payment date prior to the closing of the Company Merger. (G) Notwithstanding the limitations of Section 5(F), when dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Class N Preferred Stock and all Dividend Parity Stock, (ii) sufficient funds have been paid or set apart for all dividends declared upon the payment of the dividend for the current dividend period with respect to the Series D Class N Preferred Stock and any Dividend Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Class N Preferred Stock and per share of such Dividend Parity Stock shall in all cases bear to each other the same ratio that Accumulated Dividends per share of Class N Preferred Stock and accumulated dividends per share of such other Dividend Parity Stock (iiiwhich shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Dividend Parity Stock does not have a cumulative dividend) bear to each other. (H) The Holders at the Company is close of business on a Dividend Record Date shall be entitled to receive the dividend payment on their shares of Class N Preferred Stock on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s failure to pay the dividend due on that Dividend Payment Date. However, Class N Preferred Stock surrendered for conversion at the option of a Holder pursuant to Section 7 during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount of cash equal to the dividend payable on such shares on that Dividend Payment Date. A Holder on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation on such shares of Class N Preferred Stock on that date, and the converting Holder need not include payment in the amount of such dividend upon surrender of its shares of Class N Preferred Stock for conversion. Except as provided in Section 8 and Section 11, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofarrears, or with respect to any sinking or other analogous fund for, the Series D on converted Class N Preferred Stock or any Parity Stock, the Company may not declare any for dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockissued upon conversion.

Dividends. (ai) Holders Subject to the rights of shares the holders of Series D any other series of Preferred Stock will ranking senior to or on a parity with the Series A Preferred Stock with respect to dividends and any other class or series of capital stock of the Corporation ranking senior to or on a parity with the Series A Preferred Stock with respect to dividends, other than the Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive, whenwhen and as declared by the Board of Directors, cumulative dividends per share of Series A Preferred Stock at a rate per annum as determined by the Board of Directors during the period commencing after the date of original issuance of any shares of Series A Preferred Stock until converted pursuant to Section 5 above; provided, however, in the event of an Optional Conversion, all accumulated dividends will automatically be eliminated and if no such dividends will be due or payable to holders of Series A Preferred Stock. (ii) Dividends on the Series A Preferred Stock will accrue on each December 15, March 15, June 15, and September 15, occurring after the date of original issuance, provided that the Corporation shall have the option to pay dividends when and as declared by the Board of Directors of the Company Corporation. The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and only with any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such shares of Series A Preferred Stock subsequent to the consent of PNC Bankapplicable record date but prior to the applicable dividend payment date. (iii) The Corporation shall pay the dividends on the Series A Preferred Stock described in Section 6(a)(i), N.A. or any successor lender theretoat the Corporation's option and in its sole discretion, out of funds of the Company legally available for paymenttherefor (A) in cash, subject (B) in shares of Common Stock, such that the number of shares of Common Stock to be distributed as a dividend to each holder of Series A Preferred Stock shall be equal to the prior and superior rights cash amount of Senior Stock, but pari passu with Parity Stock, and in preference such dividend payable to Junior Stock, cumulative cash dividends at such holder on such dividend payment date divided by the rate per annum of $0.60 average quote per share of Series D Preferred Stock. Dividends Common Stock reported by OTC Bulletin Board or any other stock exchange on which the Series D Preferred Common Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anyis traded, as determined by the Board of Directors). Each Company (the "Per Share Market Value") for the fifteen (15) trading days immediately preceding such dividend will payment date, or (C) in any combination of cash and shares of Common Stock that the Corporation may determine in its sole discretion, with the number of shares of Common Stock to be payable distributed in connection therewith to holders of record as they appear be calculated on the stock records basis set forth in Section 6(a)(iii)(B). (iv) No fractional shares of Common Stock or scrip shall be issued upon payment of any dividends in shares of Common Stock. If more than one share of Series A Preferred Stock shall be held by the Company same holder at the close time of business on such record dates, not more than 60 days nor less than 10 days preceding the any dividend payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds the number of the Company legally available for the full shares of Common Stock issuable upon payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full aggregate dividend period will be computed by dividing amount that the annual dividend rate by four. (b) Except as provided Corporation has determined to pay in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise shares. Instead of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition fractional shares of Common Stock made which would otherwise be issuable upon payment of such dividends, the Corporation shall pay out of funds legally available therefor a cash adjustment in respect of such fractional interest, rounded to the ordinary course nearest one hundredth (1/100th) of businessa share, which has been approved by the Board of Directors in an amount equal to that fractional interest of the Company, average Per Share Market Value for the purpose of any employee incentive or benefit plan of fifteen (15) trading days immediately preceding such dividend payment date, rounded to the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph nearest cent (c$.01), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) The Series A Preferred Stock shall not be entitled to receive dividends unless and until the Board of Directors declares a dividend in respect of the Common Stock out of legally available funds therefor; provided, however, that no dividends shall be declared or paid upon the Common Stock (other than dividends payable upon the Common Stock solely in additional shares of Common Stock, provided that an appropriate adjustment in the Conversion Price is made under Section 6(a) hereof) or any other stock ranking on liquidation junior to the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") unless (i) after the payment of the dividend on the Common Stock and Junior Stock (and the simultaneous dividend on the Series A Preferred Stock) the Corporation's net worth exceeds the aggregate liquidation preference of the Series A Preferred Stock (provided that this clause (i) shall not apply if the dividend is approved by the holders of a majority of the outstanding shares of Series A Preferred Stock) and (ii) there shall be simultaneous declaration or payment, as applicable, of a dividend upon the Series A Preferred Stock. (b) In the case of any dividend being declared upon the Common Stock, the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend upon the Common Stock shall be equal in amount to the dividend payable upon that number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock immediately before the declaration of such dividend, with such conversion being based on the then applicable Conversion Price determined in accordance with Section 6 as of the record date for the declaration of such dividend on the Common Stock. (c) In the case of any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, the amount of the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend on Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock, shall equal the amount of the dividend declared upon each share of such class of Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of such class of Junior Stock, in each case assuming such conversion occurred immediately before the declaration of such dividend. (d) No dividend shall be declared or paid upon any class of Junior Stock (other than Common Stock) that is not convertible into Common Stock without the consent of holders of at least a majority of the outstanding shares of Series A Preferred Stock. (e) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D A Preferred Stock shall be outstandingentitled to share equally, unless (i) full cumulative share for share, in all such dividends shall have been paid or declared and set apart for payment on all outstanding shares of upon the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders of the then outstanding shares of Series D Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative preferential cash dividends at the rate of 7.625% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $0.60 1.90625 per share share). Such dividends shall be cumulative from [ • ], 20211 and shall be payable quarterly in arrears on or before January 15, April 15, July 15 and October 15 of Series D Preferred Stockeach year or, if not a business day, the next succeeding business day (each, a “Dividend Payment Date”). Dividends Any dividend payable on the Series D Preferred Stock will for any partial dividend period shall be payable quarterly in arrears computed on the last calendar basis of a 360-day year consisting of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)twelve 30-day months. Each such dividend will Dividends shall be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days which shall be the last day of each of March, June, September and December, as the case may be, immediately preceding the payment dates thereofapplicable Dividend Payment Date (each, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of a “Dividend Record Date”). (b) No dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on shall be declared by the Series D Preferred Stock Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any period greater agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or less than setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a full dividend period will breach thereof or a default thereunder, or if such declaration or payment shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed restricted or prohibited by dividing the annual dividend rate by fourlaw. (bc) Except as provided in Notwithstanding the next sentenceforegoing, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock shall accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for all prior periods have the payment of such dividends and whether or not been paid in full, then any such dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and are declared. Accrued but unpaid dividends on the Series D Preferred Stock and such Parity Stockshall accumulate as of the Dividend Payment Date on which they first become payable. (cd) So long Except as provided in Section 3(e) hereof, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than dividends in shares of Common Stock or dividends in shares of any series of Preferred Stock ranking junior to the Series D Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or any Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any shares of Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series D Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter). (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series D Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series D Preferred Stock and the shares of any other series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and the shares of any other series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and the shares of any other series of Parity Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series D Preferred Stock which may be in arrears. 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). (f) Any dividend payment made on shares of the Series D Preferred Stock shall first be outstandingcredited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Holders of Series D Preferred Stock shall not be entitled to any dividend, unless (i) whether payable in cash, property or stock in excess of full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas described above.

Dividends. (a) Holders Subject to the preferential rights of shares holders of any class or series of Senior Stock, holders of the Series D 1 Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthe payment of dividends, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of 5.50% per annum of the initial stated value of $0.60 1,000 per share (the "Stated Value") (equivalent to a fixed annual rate of $55.00 per share); provided, however, that, Qualified Purchasers shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the Stated Value (equivalent to a fixed annual rate of $57.50 per share) until April 7, 2018, at which time, such dividend rate will revert automatically to 5.50% per annum of the Stated Value; provided further, however, that if a Listing Event has not occurred by April 7, 2018, the annual dividend rate on each share of Series D Preferred Stock. Dividends on the Series D 1 Preferred Stock will be increased to 7.00% of the Stated Value (equivalent to a fixed annual rate of $70.00 per share) until the occurrence of a Listing Event, at which time, the dividend rate on each share of Series 1 Preferred Stock will revert automatically to 5.50% per annum of the Stated Value. The dividends on each share of Series 1 Preferred Stock shall be cumulative from the first date on which such shares of Series 1 Preferred Stock is issued and shall be payable quarterly monthly on the 12th day of the month following the month for which the dividend was declared or, if not a business day, the next succeeding business day (each, a "Dividend Payment Date"); provided, that, no holder of any shares of Series 1 Preferred Stock shall be entitled to receive any dividends paid or payable on the Series 1 Preferred Stock with a Dividend Payment Date before the date such shares of Series 1 Preferred Stock are issued. Any dividend payable on the Series 1 Preferred Stock for any partial dividend period shall be computed ratably on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such record datesthe 24th day of each month (the "Dividend Record Date"). The term "business day" shall mean any day, not more other than 60 days nor less than 10 days preceding Saturday, Sunday, or a day on which banking institutions in the payment dates thereofState of New York are authorized or obligated by law to close, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period a day which is or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater is declared a national or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourNew York state holiday. (b) Except Holders of Series 1 Preferred Stock shall not be entitled to any dividends in excess of cumulative dividends, as provided in the next sentenceherein provided, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D 1 Preferred Stock for all prior Stock. Any dividend periods. If accrued dividends payment made on the Series D 1 Preferred Stock for all prior periods have not been paid shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. (c) No interest, or sum of money in fulllieu of interest, then shall be payable in respect of any dividends declared dividend payment or payments on the Series D 1 Preferred Stock that may be in arrears. (d) When dividends are not paid in full upon the Series 1 Preferred Stock or any other class or series of Parity Stock, or a sum sufficient for such payment is not set apart, all dividends declared upon the Series 1 Preferred Stock and any dividend period and on any shares of Parity Stock will shall be declared ratably in proportion to accumulated the respective amounts of dividends accumulated, accrued and unpaid on the Series 1 Preferred Stock and accumulated, accrued and unpaid on such Parity Stock (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Parity Stock does not have a cumulative dividend). (e) Except as set forth in the preceding paragraph, unless full cumulative dividends equal to the full amount of all accumulated, accrued and unpaid dividends on the Series D 1 Preferred Stock have been, or are concurrently therewith, declared and such Parity Stock. paid, or declared and set apart for payment, for all past dividend periods, no dividends (c) So long as the other than dividends or distributions paid in shares of the Series D Preferred Junior Stock or options, warrants or rights to subscribe for or purchase shares of Junior Stock) shall be outstanding, unless (i) full cumulative dividends shall have been declared and paid or declared and set apart for payment on all outstanding shares by the Corporation and no other distribution of cash or other property may be declared and made, directly or indirectly, by the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period Corporation with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make Parity Stock, nor shall any distribution in respect thereofshares of Junior Stock or Parity Stock be redeemed, whether in cash purchased or property or in obligations or stock of the Company, otherwise acquired (other than (x) Junior Stock which is neither convertible intoa redemption, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course for purposes of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee an equity incentive or benefit plan of the Company. The limitations in this paragraph do not restrict Corporation) for any consideration (or any monies be paid to or made available for a sinking fund for the Company's ability to take the actions in this paragraph with respect to redemption of any Parity Stock. As used in this subparagraph (cshares of any such stock), directly or indirectly, by the term "dividend" with respect to Junior Stock does not include dividends payable solely in Corporation (except by conversion into or exchange for shares of Junior Stock on Junior Stock, or in options, warrants on or rights to holders of Junior Stock to subscribe for or purchase shares of Junior Stock), nor shall any other cash or other property be paid or distributed to or for the benefit of holders of shares of Junior Stock or Parity Stock. (f) Notwithstanding the foregoing provisions of this Section 4, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or other distribution on any shares of Junior Stock or Parity Stock, or (ii) redeeming, purchasing or otherwise acquiring any Junior Stock or Parity Stock, in each case, if such declaration, payment, setting apart for payment, redemption, purchase or other acquisition is necessary in order to comply with the restrictions on transfer and ownership set forth in Article VI of the Charter.

Dividends. (a) Holders of shares of the Series D E Preferred Stock will be are entitled to receive, when, as and if authorized by the Board and declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCompany, out of funds of the Company legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum of (equivalent to $0.60 1.875 per share of Series D Preferred Stockannum per share). Dividends on the Series D E Preferred Stock will shall accumulate daily and shall be cumulative from, and including, [July 15], 2021 and shall be payable quarterly in arrears on the last calendar 15th day of each January, April, JulyJuly and October (each, October and January of each yeara “Dividend Payment Date”), commencing July 31on [October 15], 2000 2021; provided, that if any Dividend Payment Date is not a Business Day (and in as defined below), then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Any dividend payment datepayable on the Series E Preferred Stock, at such additional times and including dividends payable for such interim periodsany partial dividend period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company for the Series E Preferred Stock at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors last day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datequarter, whether or not in a Business Day, immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”). The dividends payable on any dividend period or periods there Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date. (b) No dividends on shares of Series E Preferred Stock shall be funds authorized by the Board or paid or set apart for payment by the Company at any time when the terms and provisions of any agreement of the Company, including any agreement relating to any indebtedness of the Company, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law. (c) Notwithstanding anything to the contrary contained herein, dividends on the Series E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividendsthose dividends and whether or not those dividends are declared. Accumulations No interest, or sum in lieu of dividends interest, will be payable in respect of any dividend payment or payments on shares the Series E Preferred Stock which may be in arrears, and holders of the Series D E Preferred Stock will not bear interestbe entitled to any dividends in excess of full cumulative dividends described in Section 4(a) hereof. Dividends payable Any dividend payment made on the Series D E Preferred Stock for any period greater or less than a full shall first be credited against the earliest accumulated but unpaid dividend period will be computed on the basis of actual days. Dividends payable on due with respect to the Series D E Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourStock. (bd) Except as provided in the next sentenceSection 4(e) hereof, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends on the Series E Preferred Stock have been or contemporaneously are declared and paid or are contemporaneously declared and funds a sum sufficient for the payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and thereof is set apart for payment on for all outstanding past dividend periods, (i) no dividends (other than in Common Shares or in shares of any series of Preferred Shares that the Company may issue ranking junior to the Series D E Preferred Stock as to dividends and any Parity Stock, (iiupon liquidation) sufficient funds have been shall be declared or paid or set apart for payment upon Common Shares or Preferred Shares that rank junior to or on a parity with the payment Series E Preferred Stock as to dividends or upon liquidation, (ii) no other distribution shall be declared or made upon Common Shares or Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, and (iii) any Common Shares and Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for other capital stock of the dividend for the current dividend period with respect Company that rank junior to the Series D E Preferred Stock as to dividends and upon liquidation; provided, however, that the foregoing shall not prevent the purchase or acquisition by the Company of shares of any class or series of stock pursuant to the provisions of Article V of the Charter to preserve its status as a real estate investment trust for federal income tax purposes (“REIT”) or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock and any Parity Preferred Shares that rank on a parity with the Series E Preferred Stock as to dividends or upon liquidation. (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series E Preferred Stock and (iii) the Company is not in default or in arrears shares of any other series of Preferred Shares that rank on a parity as to dividends with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D E Preferred Stock, all dividends declared upon the Series E Preferred Stock or and any Parity Stock, other series of Preferred Shares that rank on a parity as to dividends with the Series E Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock and such other series of Preferred Shares that the Company may issue shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series E Preferred Stock and accumulated dividends per share on such other series of Preferred Shares (which shall not declare include any accrual in respect of unpaid dividends on any Junior Stockfor prior dividend periods if such Preferred Shares do not have a cumulative dividend) bear to each other. No interest, or make any payment on account ofsum of money in lieu of interest, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution shall be payable in respect thereof, whether in cash of any dividend payment or property or in obligations or stock of payments on the Company, other than (x) Junior Series E Preferred Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired may be in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockarrears.

Dividends. (a) Holders From and after the Closing Date, each Holder of shares Preferred Stock, in preference and priority to the holders of Series D Preferred Stock will all other classes or series of stock, shall be entitled to receive, whenwith respect to each share, as or fraction of a share, of Preferred Stock then outstanding and if declared held by such Holder, dividends accruing on a daily basis, commencing from the Board date of Directors issuance of the Company and only with the consent such share of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Preferred Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of nine percent (9%) per annum of $0.60 the Stated Value per whole share (or proportion thereof with respect to fractional shares) of such series of Preferred Stock (plus any accrued and unpaid dividends) (the “Preferred Dividends”); provided that each Holder of Series B Preferred Stock, in preference and priority to the holders of all other classes or series of stock, shall be entitled to receive, with respect to each share, or fraction of a share, of Series B Preferred Stock then outstanding and held by such Holder, dividends accruing on a daily basis, commencing from the date of issuance of such share of Series D B Preferred Stock, at the rate of eleven percent (11%) per annum if Stockholder Approval is not obtained on or prior to the date that is 120 days after the Closing Date. The Preferred Dividends on the Series D Preferred Stock will shall be payable cumulative, whether or not earned or declared, shall compound quarterly and shall be paid quarterly in arrears on the last calendar day of AprilMarch, JulyJune, October September and January of December in each year, commencing July 31[●], 2000 (and 2017. For the avoidance of doubt, dividends shall accrue daily on the Stated Value of each share of Preferred Stock as such Stated Value is increased by any payment of Preferred Dividends pursuant to the immediately succeeding sentence. The Preferred Dividends shall be paid, at the option of the Corporation, in the case form of any accumulated and unpaid dividends not paid on cash or an increase in the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records Stated Value of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourcombination thereof. (b) Except as provided In the event that the Corporation shall at any time pay a dividend on or make a distribution in respect of the next sentenceCommon Stock in cash or any other class or series of capital stock of the Corporation, no the Corporation shall, at the same time and on the same terms, pay or distribute to each Holder a dividend will be declared (or paid on any Parity Stock unless full cumulative dividends distribution) equal to the dividend that would have been declared and paid payable to such Holder if the shares, or are contemporaneously declared and funds sufficient for payment set aside fraction of a share, of Preferred Stock held by such Holder had been converted into Common Stock on the Series D Preferred date of determination of holders of Common Stock for all prior entitled to receive such dividend periods. If accrued dividends on or distribution (the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock“Participating Dividends”). (c) So long Except as otherwise provided herein, if at any time the shares Corporation pays less than the total amount of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period then accumulated with respect to the Series D Preferred Stock, such payment shall be distributed pro rata among the Holders entitled thereto based upon the Stated Value on all shares of Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved held by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockeach such Holder.

Dividends. (a) Holders Subject to the preferential rights of holders of any class or series of Senior Stock, holders of the outstanding shares of Series D A Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of dividends, if applicable, cumulative preferential dividends at the rate of 5% per annum based on the $1,000 liquidation preference (as may be adjusted in accordance with Section 7) with such dividends. Accumulations rate increasing by 2% on each April 1 beginning April 1, 2013, until all of dividends on the outstanding shares of Series D A Preferred Stock will are redeemed as provided in Section 5. Such dividends shall accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable semi-annually in arrears on or before March 31 and September 30 of each year (each a “Dividend Payment Date”); provided, however, that if any Dividend Payment Date is not bear interesta Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the following Business Day with the same force and effect as if paid on such Dividend Payment Date. Dividends Any dividend payable on the Series D A Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable on the Series D Preferred Stock for each full A “dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentenceperiod” shall mean, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock first “dividend period,” the period from and any Parity Stock including the Original Issue Date to and (iii) including the Company is not in default or in arrears first Dividend Payment Date, and with respect to each subsequent “dividend period,” the mandatory or optional redemption or mandatory repurchase period from, but excluding, a Dividend Payment Date to and including the next succeeding Dividend Payment Date or other mandatory retirement of, or with respect date as of which accrued dividends are to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbe calculated.

Dividends. (a) Holders Out of shares any assets of the corporation available for dividends, the holders of the 6 1/8% Series D Class A Preferred Stock will shall be entitled to receive, from and after the date the 6 1/8% Series Class A Preferred Stock is issued, but only when, as and if declared by the Board of Directors of the Company and only with the consent of PNC BankDirectors, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the a rate of 6 1/8% per annum of the $0.60 per share 25 par value of Series D Preferred Stocksuch shares. Such holders shall be entitled to dividends at said rate so fixed, and no more. Dividends on the Series D Preferred Stock will declared shall be payable quarterly on January 1, April 1, July 1 and October 1 in arrears on the last calendar day of Aprileach year (each, July, October and January of each yeara "Dividend Payment Date"), commencing July 31on October 1, 2000 (and in the case 2006, to stockholders of any accumulated and unpaid dividends record on a date not paid on the corresponding dividend more than 30 days prior to such payment date, at such additional times and for such interim periods, if any, as may be determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companycorporation. Dividends If a Dividend Payment Date is not a business day, the related dividend (if declared) will accrue be paid on the next succeeding business day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestactual payment. Dividends payable on the 6 1/8% Series D Class A Preferred Stock for the initial dividend period and any period greater or less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual daysnumber of days elapsed in such period. Dividends payable on the 6 1/8% Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Class A Preferred Stock shall be outstandingnon-cumulative and, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockaccordingly, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by if the Board of Directors of the Companycorporation does not declare a dividend or declares less than a full dividend on the 6 1/8% Series Class A Preferred Stock for a quarterly dividend period, holders of the 6 1/8% Series Class A Preferred Stock will have no right to receive a dividend or the full dividend, as the case may be, for that period, and the purpose of any employee incentive corporation will have no obligation to pay a dividend for that period, whether or benefit plan of not the Company. The limitations corporation pays dividends in this paragraph do not restrict full or has sufficient funds to pay dividends in the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfuture.

Dividends. (a) Holders of shares of Dividends on the Series D F Preferred Stock will be entitled to receivepayable semi-annually in arrears, when, as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Corporation out of funds of the Company legally available for paymentfunds, subject on a non-cumulative basis on the $10,000 per share liquidation preference, at an annual rate equal to 9%. Subject to the prior and superior rights of Senior Stockforegoing, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October December 1 and January June 1 of each yearyear (each, a “Dividend Payment Date”), commencing July 31with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periodsor, if anyany such day is not a business day, as determined by the Board of Directors)next business day. Each such dividend will be payable to holders of record as they appear on the Corporation’s stock records register on the fifteenth day of the Company at month prior to the close of business on such record dates, not more than 60 days nor less than 10 days preceding month in which the payment dates thereof, as shall be fixed by the Board of Directors of the Companyrelevant Dividend Payment Date occurs. Dividends will accrue Each period from and including a Dividend Payment Date (or the date of the original issuance of the Series D F Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of ) to but excluding the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestfollowing Dividend Payment Date is herein referred to as a “Dividend Period”. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period each Dividend Period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable If a scheduled Dividend Payment Date falls on a day that is not a business day, the dividend will be paid on the Series D Preferred Stock next business day as if it were paid on the scheduled Dividend Payment Date, and no interest or other amount will accrue on the dividend so payable for each full the period from and after that Dividend Payment Date to the date the dividend period will be computed by dividing the annual dividend rate by fouris paid. (b) Except as provided in Dividends on the next sentence, no dividend Series F Preferred Stock will be declared non-cumulative. If for any reason the Board of Directors does not authorize and the Corporation does not declare full cash dividends on the Series F Preferred Stock for a Dividend Period, the Corporation will have no obligation to pay any dividends for that period, whether or paid not the Board of Directors authorizes and the Corporation declares dividends on the Series F Preferred Stock for any subsequent Dividend Period. The Corporation is not obligated to and will not pay holders of the Series F Preferred Stock any dividend in excess of the dividends on the Series F Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends. (c) The Series F Preferred Stock created hereby shall rank equally, as to dividends, with the Corporation’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred Stock”), Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series D Preferred Stock”) and Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”). The Corporation may not declare or pay or set apart for payment full dividends on any Parity series of preferred stock ranking, as to dividends, equally with or junior to the Series F Preferred Stock unless full cumulative dividends have been the Corporation has previously declared and paid or are set apart for payment, or the Corporation contemporaneously declared declares and funds sufficient pays or sets apart for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued payment, full dividends on the Series D F Preferred Stock for all prior periods have the most recently completed Dividend Period. When dividends are not been paid in full, then any dividends declared full on the Series D F Preferred Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Series F Preferred Stock and such equally ranking series will be declared and paid pro rata. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation will allocate dividend payments based on the ratio between the then-current dividend payments due on shares of Series F Preferred Stock and the aggregate of the current and accrued dividends due on any equally ranking series. The Corporation will not pay interest or any sum of money instead of interest on any dividend payment that may be in arrears on the Series F Preferred Stock. Unless the Corporation has paid or declared and set aside for payment full dividends on the Series F Preferred Stock for the most recently completed Dividend Period, the Corporation will not: · declare or make any dividend period and payment or distribution on any Parity junior ranking stock, other than a dividend paid in junior ranking stock, or · redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or equally ranking stock, except by conversion into or exchange for junior ranking stock. As used herein, “junior to the Series F Preferred Stock,” “junior ranking stock” and like terms refer to the Corporation’s Common Stock will be declared ratably and any other class or series of the Corporation’s capital stock over which the Series F Preferred Stock has preference or priority in proportion the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up, and “equally ranking” and like terms refer to accumulated and unpaid dividends on the Series C Preferred Stock, the Series D Preferred Stock and such Parity the Series E Preferred Stock. (c) So long as the shares , and any other class or series of the Corporation’s capital stock that ranks on a parity with the Series D F Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for in the payment of dividends or in the dividend for distribution of assets on the current dividend period with respect Corporation’s liquidation, dissolution or winding up. Subject to the Series D Preferred Stock conditions described above, and any Parity Stock and not otherwise, dividends (iii) the Company is not payable in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofcash, stock, or with respect to any sinking or other analogous fund forotherwise), the Series D Preferred Stock or any Parity Stock, the Company as may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be determined by the Board of Directors or a duly authorized committee of the CompanyBoard of Directors, for may be declared and paid on the purpose Corporation’s Common Stock and any other stock ranking equally with or junior to the Series F Preferred Stock from time to time out of any employee incentive or benefit plan assets legally available for such payment, and the holders of the Company. The limitations Series F Preferred Stock will not be entitled to participate in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthose dividends.

Dividends. (a) Subject to the rights of Holders of shares any class of capital stock ranking senior to the Series D A-1 Preferred Stock will with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors and to the extent lawful, cumulative dividends at a rate per year of 5.250% of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject Initial Liquidation Preference (equivalent to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate $5.25 per annum of $0.60 year per share of Series D A-1 Preferred Stock. Dividends on the Series D Preferred ), payable in cash, by delivery of shares of Common Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case or by delivery of any accumulated combination of cash and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anyshares of Common Stock, as determined by the Board of DirectorsCorporation in its sole discretion (subject to the limitations described in Section 4). Each such dividend will Declared dividends on the Series A-1 Preferred Stock shall be payable to holders of record as they appear quarterly on the stock records of the Company each Dividend Payment Date at the close of business on such record datesannual rate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as and dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue accumulate from the most recent date of as to which dividends shall have been paid or, if no dividends have been paid, from the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateInitial Issue Date, whether or not declared or in any dividend period Dividend Period or periods Dividend Periods, as the case may be, there shall be have been funds or shares of the Company Common Stock legally available for the payment of such dividends. Accumulations Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders on the Regular Record Date immediately preceding such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Series A-1 Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of dividends such delay. Dividends payable on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D A-1 Preferred Stock for each full dividend period will Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Series A-1 Preferred Stock for any period other than a full Dividend Period shall be based on the number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Series A-1 Preferred Stock shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date. (b) Except as provided in the next sentence, no No dividend will shall be declared or paid on upon, or any Parity sum set apart for the payment of dividends upon, any outstanding share of the Series A-1 Preferred Stock with respect to any Dividend Period unless full cumulative all dividends for all preceding Dividend Periods shall have been declared and paid paid, or are contemporaneously declared and funds a sufficient sum has been set apart for the payment set aside on of such dividends, upon all outstanding shares of Series A-1 Preferred Stock. No dividend shall be paid unless and until the Board of Directors declares a dividend payable with respect to the Series D A-1 Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) Holders shall not be entitled to any dividends on the Series A-1 Preferred Stock, whether payable in cash, shares of Common Stock or any combination thereof, in excess of full cumulative dividends. (i) So long as the shares any share of the Series D A-1 Preferred Stock remains outstanding: (A) no dividend or distribution shall be outstanding, unless (i) full cumulative dividends shall have been declared or paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, the Company may not declare any dividends on any other shares of Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include except dividends payable solely in shares of Common Stock; (B) no dividend or distribution shall be declared or paid on Parity Stock, except as set forth in this Section 3(d); and (C) no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries, unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series A-1 Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the Holders on the applicable Regular Record Date). (ii) The limitations set forth in Section 3(d)(i) shall not apply to: (A) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases of shares of Common Stock in lieu of tax withholding and purchases of shares of Common Stock to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan); provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (B) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (C) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Corporation or any of its Subsidiaries), including as trustees or custodians; and (D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares. When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon the Series A-1 Preferred Stock and any shares of Parity Stock, all dividends declared on Series A-1 Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series A-1 Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of funds of the Corporation lawfully available and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide a 10 Business Days’ written notice to the Holders prior to such Dividend Payment Date. Subject to the foregoing, dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Corporation, including Common Stock and other Junior Stock, or from time to time out of any funds of the Corporation lawfully available for such payment, and Holders shall not be entitled to participate in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch dividends.

Dividends. (a) Holders The holders of shares of Series D B Preferred Stock are entitled to receive stated cash dividends from the corporation at an annual rate of $0.60 per share, and no more, subject to declaration by the Board of Directors, at its sole discretion, from funds legally available for the payment of dividends. Dividends on the Series B Preferred Stock will not be entitled to receive, when, cumulative on a year-to-year basis. Dividends will be payable as and if they are declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. at such time or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stocktimes as it elects, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share no holder of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October have any right to receive any dividend unless and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding until that dividend payment date, at such additional times and for such interim periods, if any, as determined has been declared by the Board of Directors). Each such The stated annual dividend will may be payable to holders of record as they appear on the stock records of the Company at the close of business on such record datesdeclared and paid in increments during each calendar year. In connection with each dividend payment, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors may set a record date in advance of the Company. Dividends will accrue from the payment date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment purpose of such dividends. Accumulations determining the holders of dividends on shares of Series D B Preferred Stock will not bear interestwho are entitled to receive that dividend. Dividends payable on the Series D Preferred Stock for any period greater or less than a full No cash dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will shall be declared or paid on during any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside calendar year on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period corporation’s common stock unless and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends until there shall have been paid in full to the holders of Series B Preferred Stock (or set apart for purposes of such payment), without preference or priority as between such shares of Series B Preferred Stock or, except as provided below with respect to the corporation’s Series A Preferred Stock, as to any other series of Preferred Stock, not less than a pro rata portion of the stated annual dividend thereon for that calendar year, at the rate provided therefor, through the date on which the corporation proposes to pay the cash dividend on the common stock. Shares of Series B Preferred Stock shall not participate in dividends paid with respect to any other class or series of the corporation’s capital stock. No cash dividend shall be paid during any calendar year on either the corporation’s Series A or Series B Preferred Stock unless and until there shall have been paid in full to the holders of the other such Series of Preferred Stock (or declared and set apart for payment on all outstanding purposes of such payment), without preference or priority as between the shares of included in such other series, a cash dividend in an amount per share that bears the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect same proportionate relationship to the Series D Preferred Stock and any Parity Stock and (iii) stated annual dividend on such other series as the Company is not in default or in arrears with respect amount proposed to be paid per share on the first series bears to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends stated annual dividend on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthat first series.

Dividends. From and after the date of the issuance of any shares of Series A Preferred Stock, dividends at the rate of five percent (5%) of the Series A Original Issue Price per share of Series A Preferred Stock per annum shall accrue on such shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 4, Subsection 1.1, and Subsection 3.3.2 such Accruing Dividends shall be payable only when, as, and if (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors or (b) upon the Conversion of the Company Series A Preferred Stock into Common Stock pursuant to Subsection 3.1 or (c) upon the Conversion of the Series A Preferred Stock into Qualified Financing Preferred Stock pursuant to Subsection 3.10 and only with the consent Corporation shall not otherwise be under any obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of PNC Bankany other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series A Preferred Stock then outstanding shall first receive, N.A. or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to the greater of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Common Stock or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior class or series that is convertible into Common Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 that dividend per share of Series D A 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 Series A Preferred Stock. Dividends , in each case calculated on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day record date for determination of April, July, October and January of each year, commencing July 31, 2000 holders entitled to receive such dividend or (and B) in the case of a dividend on any accumulated and unpaid dividends class or series that is not paid on the corresponding dividend payment dateconvertible into Common Stock, at such additional times and for such interim periods, if any, as a rate per share of Series A Preferred Stock determined by (1) dividing the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records amount of the Company at the close dividend payable on each share of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed class or series of capital stock by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Series D Preferred Stock. Dividends will be cumulative from such A Original Issue Price (as defined below); provided that if the Corporation declares, pays or sets aside, on the same date, whether or not in any a dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater more than one class or less than a full dividend period will be computed on the basis series of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or capital stock of the CompanyCorporation, other than (x) Junior the dividend payable to the holders of Series A Preferred Stock which is neither convertible into, nor exchangeable pursuant to this Section 4 shall be calculated based upon the dividend on the class or exercisable for, any securities series of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made capital stock that would result in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "highest Series A Preferred Stock dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders The holders of shares Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock shall be entitled to receive dividends prior and in preference to any dividend on the Common Stock, Series A Preferred Stock or Series B Preferred Stock at the rate of (i) with respect to holders of Series F Preferred Stock, 8% of the Series F Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, (ii) with respect to holders of Series E Preferred Stock, 8% of the Series E Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, (iii) with respect to holders of Series D Preferred Stock, 8% of the Series D Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum and (iv) with respect to holders of Series C Preferred Stock, 8% of the Series C Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor; such dividends shall be payable only when, as, and if declared by two-thirds (2/3) of the Board of Directors (including the directors designated by the holders of Series B-6 Preferred Stock will under Section 5 of this Article IV(B)) and shall be cumulative. The holders of Series B-6 Preferred Stock shall be entitled to receivereceive dividends after the dividends described in the preceding sentence shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series A Preferred Stock, Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series B-5 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series B-6 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor; such dividends shall be payable only when, as as, and if declared by the Board of Directors and shall be noncumulative. (b) The holders of Series B-5 Preferred Stock shall be entitled to receive dividends after the Company dividends described in Section 1(a) above shall have been declared and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the paid and prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior any dividend on the Common Stock, cumulative cash dividends Series A Preferred Stock, Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series B-5 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum annum, payable out of $0.60 funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative. (c) The holders of Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a) and 1(b) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series A Preferred Stock, and Series B-7 Preferred Stock at the rate of (i) with respect to holders of Series ▇-▇ Preferred Stock, 10% of the Series ▇-▇ Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (ii) with respect to holders of Series B-2 Preferred Stock, 10% of the Series B-2 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iii) with respect to holders of Series B-3 Preferred Stock, 10% of the Series B-3 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (iv) with respect to holders of Series B-4 Preferred Stock, 10% of the Series B-4 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative. (d) The holders of Series A-6 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b) and 1(c) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series Al-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series A-6 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative. (e) The holders of Series Al-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b), 1(c) and 1(d) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock and Series B-7 Preferred Stock at the rate of (i) with respect to holders of Series A-l Preferred Stock, 10% of the Series A-l Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (ii) with respect to holders of Series A-2 Preferred Stock, 10% of the Series A-2 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iii) with respect to holders of Series A-3 Preferred Stock, 10% of the Series A-3 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iv) with respect to holders of Series A-4 Preferred Stock, 10% of the Series A-4 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (iv) with respect to holders of Series A-5 Preferred Stock, 10% of the Series A-5 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative. (f) The holders of Series B-7 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b), 1(c), 1(d) and 1(e) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock at the rate of 10% of the Series B-7 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative. (g) No dividends (other than those payable solely in the Common Stock of the Corporation) shall be paid on any Common Stock of the Corporation during any fiscal year of the Corporation until dividends on the Preferred Stock shall have been paid or declared in the manner set forth in Sections 1(a) through 1(f) above, and set apart during that fiscal year. After the payment to the holders of Preferred Stock of the full preferential amounts specified in Sections 1(a) through 1(f) above, any remaining assets of the Corporation distributed as a dividend shall be distributed with equal priority and pro rata among the holders of the Corporation’s Common Stock and the Preferred Stock, treating in such circumstances each share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on as if it had been converted into Common Stock at the last calendar day then applicable conversion rate. (h) In the event of Aprila conversion of the Preferred Stock pursuant to Section 4, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated declared and unpaid dividends not shall be paid on at the corresponding dividend payment date, election of the holder in cash or Common Stock at such additional times and for such interim periods, if anyits then fair market value, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders of shares the Series A Preferred, in preference to the holders of the Common Stock and pari passu with the holders of Series D Preferred Stock will B Preferred, shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and Corporation (the “Board”), but only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company that are legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of six percent (6%) of the Series A Original Issue Price (as defined below) per annum of $0.60 per on each outstanding share of Series D A Preferred Stock(as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. Dividends on the The “Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance A Original Issue Price” of the Series D A Preferred Stockshall be one dollar ($1.00) per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification (each a “Recapitalization Event”) affecting the Series A Preferred. Dividends will Holders of the Series B Preferred, in preference to the holders of the Common Stock and pari passu with the Holders of Series A Preferred, shall be cumulative entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends at the rate of eight percent (8%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series B Original Issue Price” of the Series B Preferred shall be $3.2481 per share, subject to appropriate adjustment in the event of any Recapitalization Event affecting the Series B Preferred. The dividends described in this Section 1(a) shall accrue from such dateday to day, whether or not in any dividend period or periods there declared, and shall be funds cumulative; provided, however, that except as set forth in the following sentence of this Section 1(a) or in Sections 3(b) and 5, such dividends shall be payable only when, as, and if declared by the Company legally available for Board and the payment of Corporation shall be under no obligation to pay such dividends. Accumulations of 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 (other than dividends on shares of Common Stock payable in Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of any Series D A Preferred Stock will and Series B Preferred then outstanding shall first receive, or simultaneously receive (in addition to any dividend payable pursuant to Section 1(b), below), a dividend equal to all dividends then accrued on such share of Series A Preferred and Series B Preferred and not bear interestpreviously paid. Dividends payable In the event that a dividend is to be paid on the Series D A Preferred Stock for any period greater or and Series B Preferred in an amount less than a full dividend period will the aggregate amount of accrued but unpaid dividends, such dividends shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as allocated pro rata among the shares of Series A Preferred and Series B Preferred based upon the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment number of shares on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect an as-converted to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbasis.

Dividends. 2.1 From and after July 1, 2016 (a) Holders and, for the avoidance of shares doubt, including July 1, 2016), the holders of the Series D J Preferred Stock will shall be entitled to receive, prior in preference to the holders of any Junior Stock, out of funds legally available therefor, dividends on each share of Series J Preferred Stock at a rate equal to fifteen percent (15%) of the Series J Original Issue Price thereof per annum plus all accumulated and unpaid dividends thereon payable when, as and if declared by the Corporation’s Board of Directors or upon a Liquidation Event, redemption, repurchase or conversion of the Company and only with Series J Preferred Stock (“Dividend Payment Event”). Such dividends shall be cumulative. All dividends accruing on the consent Series J Preferred Stock shall be paid by the issuance of PNC Bank, N.A. or any successor lender thereto, out additional shares of funds Series J Preferred Stock (including fractional shares) in an amount equal in number to the aggregate amount of the Company legally available for paymentdividend to be paid divided by the Series J Original Issue Price (“Accruing Dividend Shares”). When Accruing Dividend Shares are issued pursuant to this Section 2.1, subject such shares shall be deemed to the prior be validly issued and superior rights outstanding and fully paid and non-assessable. The amount of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 payable per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D J Preferred Stock for any period greater or less shorter than a full dividend period will year shall be computed ratably on the basis of actual daystwelve (12) thirty (30) day months and a three-hundred sixty (360) day year. Dividends payable on Notwithstanding the foregoing, if any of the representations, warranties or agreements set forth in that certain Comfort Letter, effective March 31, 2016, from the Corporation to DMRJ Group LLC and Montsant Partners LLC is or becomes breached or is or becomes false or misleading in any respect, then the dividend rate otherwise applicable hereunder, as set forth in the preceding paragraph, shall be increased by an additional fourteen percent (14%) per annum (prorated for partial years), not to exceed the maximum amount (if any) permitted by law. 2.2 Subject to the preferences that may be applicable to any other Series D of Preferred Stock for each full dividend period will be computed by dividing then outstanding, the annual dividend rate by four. (b) Except as provided in the next sentenceCorporation shall not declare, no dividend will be declared pay or paid set aside any dividends on any Parity shares of Common Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares holders of the Series D J Preferred Stock then outstanding shall simultaneously receive a dividend on each outstanding share of Series J Preferred Stock in an amount at least equal to that dividend per share of Series J Preferred Stock as would equal the product of (i) the dividend payable on each share of Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of Series J Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.” 3. The first sentence of Section 3.1 is hereby deleted in its entirety and replaced with the following sentence: “Subject to the preferences that may be applicable to any other Series of Preferred Stock then outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), the holders of shares of Series J Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Junior Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series J Original Issue Price (as defined below), plus any accrued but unpaid dividends thereon, whether or not declared, and (ii) such amount per share as would have been payable had all shares of Series J Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to such Liquidation Event.” Section 3.1 is also hereby amended by adding the following as the new last sentence thereof: “At the option of holders of a majority of the outstanding Series J Preferred Stock, (i) a consolidation or merger of the Corporation with or into another entity or person, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization do not hold at least a majority of the resulting or surviving entities voting power immediately following such consolidation, merger or reorganization (solely in respect of their equity interests), or (ii) a sale or transfer of all or substantially all of the Corporation’s assets for cash, securities or other property, shall be deemed to be a Liquidation Event.” Section 4.1 is hereby amended to add the following at the end thereof: “Notwithstanding the foregoing, with respect to any Major Transaction (as defined below) that is approved by the Corporation’s board of directors and presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or, if applicable, by written consent of stockholders in lieu of meeting) (a “Major Transaction Stockholder Vote”), each holder of outstanding shares of Series J Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D J Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment held by such holder are convertible as of the dividend record date for the current dividend period with respect determining stockholders entitled to vote on such matter (irrespective of whether any such conversion would result in economic gain or loss to the Series D Preferred Stock holder) and shall be entitled to notice of any Parity Stock and (iii) such meeting of stockholders in accordance with the Company is not in default By-Laws of the Corporation. Except as provided by law or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofas otherwise provided herein, or with respect to any sinking or other analogous fund forMajor Transaction Stockholder Vote, the holders of Series D J Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection shall vote together with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas a single class.”

Dividends. (a) Holders The holders of shares of Series D Preferred B Stock will shall be entitled to receivereceive dividends at the rate of $0.225 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall commence upon issuance and shall be payable when, as and if declared by the Board of Directors, in preference to any dividend to any other shares of Preferred Stock or Common Stock, and shall be cumulative. Dividends shall be paid quarterly on June 30, September 30, December 31 and March 31, commencing June 30, 1997, to holders of record as of the close of business five business days before the dividend payment date. (b) No dividends (other than those payable solely in the Common Stock of the Corporation) shall be paid on any other shares of Preferred Stock or Common Stock of the Corporation during any fiscal year of the Corporation until dividends, combinations or splits with respect to such shares) on the Series B Stock shall have been paid or declared and set apart during that fiscal year and any prior year in which dividends accumulated but remain unpaid. Following any such payment or declaration, the holders of any other shares of Preferred Stock and Common Stock shall be entitled to receive dividends, payable out of funds legally available therefor, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as No right shall accrue to holders of shares of Series B Stock by reason of the fact that dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case the holders of the Series D Preferred B Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares entitled to a proportionate share of any such distribution as though the holders of the Series D Preferred B Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for were the payment holders of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any number of shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, Corporation into which their shares of Series B Stock are convertible as of the record date fixed for the purpose of any employee incentive or benefit plan determination of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock of the Corporation entitled to subscribe for or purchase any Junior Stockreceive such distribution.

Dividends. (a) Holders of shares The holders of Series D B Preferred Stock will shall be entitled to receive, whenfrom funds legally available therefor, a noncumulative dividend at the rate of $.05 per share per annum, payable when and as declared by the Board of Directors. No dividends shall be declared or paid to the holders of Series A Preferred Stock or Common Stock unless the holders of Series B Preferred Stock have been paid in full all of the dividends to which they are entitled, nor shall any dividends be declared or paid to the holders of Series A Preferred Stock or Common Stock at a rate greater than the rate paid to the holders of Series B Preferred Stock. (b) Subject to Subsection 5(a), dividends may be declared and paid on Series A Preferred Stock from funds lawfully available therefor as and if declared when determined by the Board of Directors of the Company Corporation. If, when and only with as dividends are declared and paid on shares of Series A Preferred Stock, the consent of PNC BankCorporation shall, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject after making payment in full to the prior holders of Series B Preferred Stock the amounts to which they are entitled pursuant to Subsection 5(a), declare and superior rights pay at the same time to each holder of Senior Series B Preferred Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends a dividend at the rate per annum same rate, based on the number of $0.60 per share shares of Common Stock into which the Series B Preferred Stock and the Series A Preferred Stock are convertible on the record date for the determination of holders of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will entitled to receive such dividend. (c) Subject to Subsection 5(a), dividends may be payable quarterly in arrears on the last calendar day of April, July, October declared and January of each year, commencing July 31, 2000 (paid an Common Stock from funds lawfully available therefor as and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as when determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the CompanyCorporation. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateIf, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of when and as dividends are declared and paid on shares of Common Stock, the Corporation shall, after making payment in full to the holders of Series D B Preferred Stock will not bear interest. Dividends payable on the Series D amounts to which they are entitled pursuant to Subsection 5(a), declare and pay at the same time to each holder of Preferred Stock for any period greater or less than Stock, a full dividend period will be computed on equal to the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends which would have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion payable to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as holder if the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have held by such holder had been paid or declared and set apart for payment converted into Common Stock on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart record date for the payment determination of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability entitled to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "receive such dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (aA) Holders In each year the holders of shares of Series the Class D Preferred Stock will shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthat purpose, subject semi-annual dividends payable in cash on July 1 and January 1 in each year (each such date being referred to the prior and superior rights of Senior Stockherein as "a Dividend Payment Date"), but pari passu with Parity Stockcommencing January 1, and 2006, in preference an amount equal to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 .015 per share of Series D Preferred Stock. Dividends (that is, $.03 per share on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 an annual basis). (and in B) In the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series shares of Class D Preferred Stock. Dividends will , dividends shall begin to accrue and be cumulative from July 1, 2005. In the case of shares of Class D Preferred Stock issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such dateDividend Payment Date, whether or not then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Class D Preferred Stock in any dividend period or periods there an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be funds allocated pro-rata on a share-by-share basis among all such Class D Preferred shares at the time outstanding. The Board of Directors may fix a record date for the Company legally available determination of holders of Class D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the date fixed for the payment of such thereof. (C) Whenever dividends payable on the Class D Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends. Accumulations of dividends , including all accrued dividends, on shares of Series the Class D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends outstanding shall have been paid in full or declared and set apart for payment payment, the Corporation shall not (i) pay dividends on all outstanding shares any common stock of the Series D Preferred Stock and any Parity Stock, Corporation; or (ii) sufficient funds have been paid purchase or set apart otherwise acquire for the payment consideration any share of the dividend for the current dividend period with respect to the Series Class D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, unless required or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution as provided in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 4.

Dividends. (a) The Holders of the shares of Series D E Preferred Stock will shall be entitled to receive, when, as and if declared by receive dividends (“Dividends”) payable on the Board Stated Value of Directors each share of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Series E Preferred Stock at the rate of five percent (5%) per annum of $0.60 per share of Series D Preferred Stock(the “Dividend Rate”). Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D E Preferred Stock will not bear interest. Dividends payable shall commence accruing on the Series D Preferred Stock for any period greater or less than a full dividend period will Original Issue Date and shall be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months and shall be payable in arrears for each Calendar Quarter on the first day of the succeeding Calendar Quarter during the period beginning on the Original Issue Date (each, a “Dividend Date”) with the first Dividend Date being July 1, 2011. Prior to the payment of Dividends on a Dividend Date, Dividends on the shares of Series E Preferred Stock shall accrue at the Dividend Rate. If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Series D Preferred Stock for Business Day immediately following such Dividend Date. Dividends shall be payable in cash on each full dividend period will Dividend Date. In lieu of cash, at the option of the Company, Dividends shall be computed by dividing the annual dividend rate by four. (b) Except as provided payable in the next sentence, no dividend will be declared or fully paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the non-assessable shares of Common Stock (“Dividend Shares”), provided that the resale of such Dividend Shares is registered pursuant to an effective registration statement under the Securities Act (a “PIK Dividend”). With respect to the payment of any PIK Dividend, the number of Dividend Shares to be issued in payment of such PIK Dividend with respect to each outstanding share of Series D E Preferred Stock shall be outstanding, unless determined by dividing (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares the amount of the Series D Preferred Stock and any Parity Stock, PIK Dividend (were it paid in cash) by (ii) sufficient funds have been paid or set apart for the payment arithmetic average of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock Weighted Average Price of the Company, other than (x) Junior Common Stock which is neither convertible into, nor exchangeable or exercisable for, any securities for each of the Company other than Junior Stock, or ten (y10) Common Stock acquired consecutive Trading Days preceding the Dividend Date corresponding to such PIK Dividend (the “PIK Dividend Average Price”). To the extent that any PIK Dividend would result in connection with the cashless exercise issuance of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition a fractional share of Common Stock made in to any Holder, then the ordinary course amount of business, which has been approved such fraction multiplied by the Board PIK Dividend Average Price shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event the number of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock to subscribe for or purchase any Junior Stockbe issued to each such Holder shall be rounded up to the nearest whole share).

Dividends. (a) Holders of shares The holders of Series D A Preferred Stock will be entitled to receivereceive in preference to the holders of any Junior Stock, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment thereof, dividends at the annual rate of such dividends8% of Liquidation Value (as defined below). Accumulations Such dividends will be cumulative, will accumulate (whether or not declared) from the date of dividends on shares of Series D Preferred Stock issuance (the "Issue Date") and will not bear interest. Dividends be payable on the last day of each calendar quarter (each such date being a "dividend payment date" and each such quarterly period being a "dividend period"), commencing September 30, 1998. The dividend amount payable in respect of each share of Series D A Preferred Stock for any period greater or less than a full on each dividend period will be computed on payment date (the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period "Dividend Amount") will be computed by dividing multiplying the applicable annual percentage rate set forth above by a fraction the numerator of which will be the number of days in the applicable dividend rate period and the denominator of which will be 365 and multiplying the amount so obtained by fourthe Liquidation Value. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on Dividends with respect to the Series D A Preferred Stock may, at the election of the Company, be paid in cash or in kind by the issuance of additional shares of Series A Preferred Stock to the holders entitled hereto. The number of shares of Series A Preferred Stock remitted to the holders in any dividend payment shall be equal to the Dividend Amount divided by the Liquidation Value (as defined in Section 4 below). Notwithstanding anything to the contrary herein, the issuance of shares of Series A Preferred Stock for all prior dividend periods. If accrued the payment of dividends on shall not require the vote of the holders of Series D A Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the All dividends paid with respect to shares of the Series D A Preferred Stock shall to Section 3(a) hereof will be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect pro rata to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockentitled thereto.

Dividends. (a1) Holders of shares of the Series D F Preferred Stock will be are entitled to receive, when, as as, and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 6.70% of the Liquidation Preference (as defined below) per annum per share (equivalent to an annual rate of $0.60 1.675 per share of Series D Preferred Stockshare). Dividends on the Series D F Preferred Stock will shall accrue daily, shall accrue and be cumulative from [___], 2013 (the “Original Issue Date”) and shall be payable quarterly monthly in arrears on the last calendar 15th day of Aprileach month (each a “Dividend Payment Date”) commencing [___] 15, July2013; provided that if any Dividend Payment Date is not a Business Day (as defined below), October and January of each year, commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest or additional dividends or other sum shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each subsequent period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date, is hereafter called a “Dividend Period.” Any dividend payment datepayable on the Series F Preferred Stock, at such additional times including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the dividend per share payable on the first Dividend Payment Date, which shall be [___] 15, 2013, will be equal to the sum of (1) the regular monthly dividend per share plus (2) the pro rated portion of the regular monthly dividend per share which shall be calculated based on the number of days from and for such interim periodsincluding the Original Issue Date to but excluding [___] 15, if any, as determined by 2013 (computed on the Board basis of Directorsa 360-day year consisting of twelve 30-day months). Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors first day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datecalendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”). Notwithstanding any dividend period or periods there shall be funds of provision to the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided contrary contained in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares these terms of the Series D F Preferred Stock, each outstanding share of Series F Preferred Stock shall be outstandingentitled to receive, unless (i) full cumulative dividends and shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockreceive, (ii) sufficient funds have been paid or set apart for the payment of the a dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, Dividend Record Date equal to the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for greatest amount payable as a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph dividend with respect to any Parity Stockother share of Series F Preferred Stock which is outstanding on such date. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not The dividends payable on any Dividend Payment Date shall include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights accrued to holders of Junior Stock to subscribe for or purchase any Junior Stockbut excluding such Dividend Payment Date.

Dividends. (a) Holders Subject to the preferential rights of the holders of any Senior Securities, the holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, as as, and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash preferential dividends at the rate of 5% per annum of based on the $0.60 [·] per share liquidation preference (as may be adjusted for stock splits, recapitalizations, combinations, reclassifications and similar events which affect the shares of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will as provided in Section 6 below) with such rate increasing by 2% (to a rate of 7% per annum) on [·], 2021, and increasing by an additional 1% (to a rate of 8% per annum) on [·], 2022 until all of the outstanding shares of Series A Preferred Stock are redeemed as provided in Section 6. Such dividends shall accrue annually from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable to holders (a) for the period from the Original Issue Date to [December 31, 2019] on [January 15, 2020], and (b) for each quarterly distribution period thereafter, quarterly in equal amounts in arrears on the last calendar 15th day of each [January, April, JulyJuly and October] (each a “Dividend Payment Date”) commencing on [January 15, October and January of each year2020]; provided that if any Dividend Payment Date is not a Business Day (as defined below), commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date in each case and no interest or additional dividends or other sums shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each subsequent period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date, is hereafter called a “Dividend Period.” Any dividend payment datepayable on the Series A Preferred Stock for any Dividend Period, at such additional times and including dividends payable for such interim periodsany partial Dividend Period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, applicable Dividend Record Date (as herein defined). “Dividend Record Date” shall be fixed mean the date designated by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will that is not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less more than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared 30 and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all not fewer than 10 days prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockapplicable Dividend Payment Date.

Dividends. (a) From after the Effective Date, the Holders of shares of Series D Preferred Stock will shall be entitled to receive, whenon a quarterly basis with payments to occur no later than 75 days in arrears from each reporting period (each, as a “Dividend Payment Date”), subject to a year-end reconciliation, out of funds legally available therefor, dividends on each share of Class B Preferred Stock at a rate per annum equal to the greater of (A) five percent (5%) of GAAP net income of the MTIX operating business calculated for a particular calendar year, and if (B) a $2.50 per share of Class B Preferred Stock (in either case, the “Dividend Percentage”). All dividends provided for in clause (i) above shall be cumulative, whether or not earned or declared, accruing on an annual basis from the Effective Date. In the event that the Corporation shall not have funds legally available for, or is otherwise prohibited by the NRS, or any other applicable law, from paying any amounts under this Section 3(a), the obligation to pay such amounts shall be carried forward and fulfilled when such funds are legally available and the Corporation is permitted to do so under the NRS or any other applicable law. (b) All dividends paid with respect to shares of the Class B Preferred Stock pursuant to Section 3(a) shall be paid pro rata to the Holders entitled thereto. (i) No full dividends shall be declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available paid or set apart for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear Corporation on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock Parity Securities for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been or contemporaneously are declared and paid in full, or are contemporaneously declared and funds a sum in cash set apart sufficient for payment set aside such payment, on the Series D Class B Preferred Stock for all periods terminating on or prior dividend periodsto the date of payment of such full dividends on such Parity Securities. If accrued any dividends on the Series D Preferred Stock for all prior periods have are not been so paid in full, then any all partial dividends declared upon shares of the Class B Preferred Stock and any Parity Securities shall be declared pro rata so that the amount of dividends declared per share on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Class B Preferred Stock and such Parity StockSecurities shall in all cases bear to each other the same ratio that accrued dividends per share on the Class B Preferred Stock and such Parity Securities bear to each other. (cii) So long as the shares any share of the Series D Class B Preferred Stock shall be is outstanding, unless (i) full cumulative dividends the Corporation shall have been paid not declare, pay or declared and set apart for payment any dividend on all outstanding shares any of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior StockSecurities, or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Junior Securities or any warrants, rights, calls or options exercisable for or convertible into any of the Junior Securities, whether in cash, obligations or shares of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Junior Securities or any such warrants, rights, calls or options (other than in exchange for Junior Securities) unless full cumulative dividends determined in accordance herewith on the Class B Preferred Stock have been paid in full for all periods ended prior to the date of such. (iii) So long as any share of the Class B Preferred Stock is outstanding, the Corporation shall not (except with respect to dividends as permitted by Section 3(c)(i)) make any payment on account of, or set apart for payment money for a sinking or other analogous similar fund for, the purchase, redemption or other retirement of, any shares of Junior Stock the Parity Securities or make any distribution in respect thereofwarrants, rights, calls or options exercisable for or convertible into any of the Parity Securities, whether in cash, obligations or shares of the Corporation or other property, and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Parity Securities or any such warrants, rights, calls or options. (d) Dividends payable on the Class B Preferred Stock for any period less than a year shall be computed on the basis of a 360-day year of twelve 30-day months and, for periods not involving a full calendar month, the actual number of days elapsed (not to exceed 30 days). (e) Dividends payable on the Class B Preferred Stock shall be payable in cash or property or in obligations or stock Common Stock at the discretion of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of Corporation. In the Company other than Junior event that the Corporation elects to pay the dividends in Common Stock, or (y) Common Stock acquired in connection with the cashless exercise it shall issue that number of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition shares of Common Stock made in determined by dividing the ordinary course amount of business, which has been approved the dividend by the Board of Directors of the Company, average price per share for the purpose of any employee incentive or benefit plan of ten (10) trading days immediately preceding the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c)determination date as reported by Bloomberg, the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.L.P.

Dividends. (a) Holders The holders of shares of Series D the Preferred Stock will OP Units shall be entitled to receive, whenfrom funds which the General Partner determines to be available for distribution as provided in Section 7.1, dividends (“Preferred Dividends”) per Preferred OP Unit at the annual rate (the “Annual Preferred Rate”) equal to the 10-year United States Treasury bond yield in effect on January 2nd of such calendar year (as reported by Bloomberg L.P. and its successors or, if declared Bloomberg L.P. and its successors no longer report such yield, then as reported by any other comparable service that reports such yield) plus 239 basis points; provided, however, that the Board Annual Preferred Rate shall not be less than 6.5% nor more than 9%. Preferred Dividends for each year shall accrue in equal installments, on each record date for the payment of Directors quarterly distributions to holders of Common OP Units, and shall be paid when such quarterly distributions are paid to Common OP Units holders of record as of the Company and only with accrual date; provided, however, that: (a) if the consent payment date for distributions to Common OP Unit holders is more than twenty (20) days after the record date, the Preferred Dividends shall be paid on or before the twentieth (20th) day following the record date, (b) if distributions to holders of PNC BankCommon OP Units are made less frequently than quarterly, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D then Preferred Stock. Dividends shall accrue on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July March 31, 2000 June 30, September 30 and December 31 and shall be paid within ten (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable 10) days thereafter to holders of record as they appear of the accrual date, and (c) if distributions to holders of Common OP Units are made more frequently than quarterly, the Preferred Dividends shall accrue at the same frequency that distributions are made to holders of Common OP Units, and (d) the Preferred Dividend installment payable on the stock records first Preferred Dividend Accrual Date after issuance of a Preferred OP Unit shall be a prorated portion of the Company at regular dividend based on the close number of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue elapsed from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company Dividend Accrual Date. Each date upon which Preferred Dividends accrue is not in default or in arrears with respect referred to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect as a “Preferred Dividend Accrual Date”. Each date upon which Preferred Dividends become payable is referred to any sinking or other analogous fund for, the Series D as a “Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockDividend Payment Date”.

Dividends. (a) Holders SERIES A DIVIDENDS. For a period of three (3) years ------------------ following the date of issuance of the shares of Series D A Preferred Stock, the Holders of outstanding shares of Series A Preferred Stock shall not be entitled to receive any dividends, and no dividends shall accrue with respect to shares of Series A Preferred Stock, during such period. Commencing on the first day of the fourth (4th) year following the date of issuance of the shares of Series A Preferred Stock, the Holders of the outstanding shares of Series A Preferred Stock shall be entitled to receive dividends at the rate of eight percent (8.0%) per annum of the Face Value (as defined below). Such dividends shall be cumulative and shall accrue on a quarterly basis, whether or not declared, from and including the most recent date to which dividends have been paid, or if no dividends have been paid, from the date of original issue thereof. The right to dividends shall accrue regardless of whether there are profits, surplus or other funds legally available for payment of dividends. Whether the dividends on the Preferred Stock are to be paid in cash or in-kind shall be at the sole election of the Corporation at the end of each fiscal quarter of the Corporation, but such election shall be applicable to all Holders at the time of such election. If the Corporation elects to pay the dividends in-kind by issuing additional shares of Preferred Stock, it shall so notify the Holders in writing, and such additional shares shall be issued or deemed issued only immediately prior to (i) the occurrence of a Liquidation, (ii) the redemption of the Series A Preferred Stock, or (iii) the conversion of a Holder's shares of Series A Preferred Stock into shares of Common Stock of the Corporation, par value $.0001 per share (the "Common Stock") pursuant to Paragraph 5. Shares of Series A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall not be deemed outstanding for the purposes of this Paragraph 4 or Paragraph 6, and no dividends shall accrue with respect thereto, provided that such shares of Series A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall be deemed outstanding for the purposes of Paragraph 5. In the event that a dividend payment is made partly in cash and partly in-kind, each Holder will be entitled to receive, when, as receive the same relative proportions of cash and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)in-kind stock. Each such dividend will be payable to holders Holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by date (a "Record Date") which is the Board of Directors last day of the Company. Dividends will accrue from the date fiscal quarter of the original issuance Corporation. To the extent that the Corporation elects to pay a dividend in cash, such cash payment will be made to the Holders no later than fifteen (15) days following the Record Date for such dividend. "Face Value" shall mean $4.50 per share of Series A Preferred Stock, subject to proportionate adjustment upon the occurrence of any of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not events specified in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (bSection 5(d)(iv) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (yv) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCertificate.

Dividends. (a) Holders The holders of shares of the then outstanding Series D A Preferred Stock will Shares shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Trustees out of any funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends at the rate per annum of $0.60 2.34375 per share per year, payable in equal amounts of Series D Preferred Stock. Dividends $.5859375 per share quarterly in cash on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing beginning July 3117, 2000 1995 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors Trustees at the time of declaration of the Companydividend (the "Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends will on each share of Series A Preferred Shares shall accrue and be cumulative from and including the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateissue thereof, whether or not in (i) dividends on such shares are earned or declared or (ii) on any dividend period or periods Quarterly Dividend Date there shall be funds of the Company legally available for the payment of such dividends. Accumulations Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series A Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series D A Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for Shares at any period greater or less date other than a full dividend period will Quarterly Dividend Date shall be computed equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) of $2.34375 for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months. Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forthese Articles, the Series D A Preferred Stock Shares shall not be entitled to participate in the earnings or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock assets of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockTrust .

Dividends. (a) Holders The holders of shares of Series D A Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash receive preferential dividends at the an annual rate equal to six percent (6%) per annum of $0.60 per times the Original Issue Price (as defined below) for each share of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will held by such holders, and such dividends shall be payable quarterly in arrears on cash to the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board each March 15 and September 15 of Directors each year. Dividends on shares of the Company. Dividends will accrue Series A Preferred Stock shall accumulate on a daily basis from the date on which such shares are issued and, to the extent they are not paid in cash when due, shall compound on a semi-annual basis on each March 15 and September 15 of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateeach year, whether or not in any dividend period or periods there shall be funds of the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will and whether or not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdividends are declared. (b) Except as provided in the next sentence, no dividend will be declared or paid on Upon conversion of any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the share of Series D A Preferred Stock for all prior dividend periods. If accrued dividends on into Common Stock pursuant to Section 4, the holder of such Series D A Preferred Stock for shall be entitled to receive payment of all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated accrued and unpaid dividends on thereon, at the option of the holder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series D Preferred Stock and such Parity StockA Conversion Price. (c) So long as In no event may any dividends be paid on the Series A Preferred Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of any Senior Stock shall have been paid in full. If dividends are paid on the shares of Series A Preferred Stock and shares of Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all such shares of Series A Preferred Stock and shares of Parity Stock at the time outstanding based on the amount of dividends then due with respect to each such share. In no event may any dividends be paid on any Junior Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of the Series D A Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfull.

Dividends. (a) Holders of shares of Series D the 6% Senior Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at an annual rate of 6% of the rate Liquidation Preference (or $10.00 per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be share, subject to adjustment), payable quarterly in arrears on the last calendar day of AprilMarch 31, JulyJune 30, October September 30 and January December 31 of each year, commencing July March 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)1998. Each such dividend will be payable to holders of record as they appear on the stock records register of the Company at the close of business on such a record datesdate, not more than 60 days nor less than 10 days preceding before the payment dates thereofdate, as shall be fixed by the Board of Directors of the CompanyBoard. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will accumulate and be cumulative from such date, whether or not in any dividend period or periods there shall be funds and after the date on which each share of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D 6% Senior Preferred Stock will not bear interestis issued. Dividends payable on the Series D 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any period greater or less than a full dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable on the Series D The 6% Senior Preferred Stock for each will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full dividend period cumulative dividends. No interest, or sum of money in lieu of interest, will be computed by dividing the annual dividend rate by four. (b) Except as provided payable in the next sentence, no dividend will respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient securities except for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in fullSenior Dividend Securities, then any dividends declared on the Series D Preferred Stock if any, for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for such payment on the 6% Senior Preferred Stock. If full dividends are not so paid, the 6% Senior Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all outstanding shares cases the amount of dividends declared per share on the Series D 6% Senior Preferred Stock and any Parity Stock, (ii) sufficient funds have been Dividend Securities bear to each other the same ratio that the accumulated dividends per share on the shares of 6% Senior Preferred Stock and Parity Dividend Securities bear to each other. No dividends may be paid or set apart for the such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of the dividend Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for the current dividend period payment with respect to thereto, if full dividends have not been paid on the Series D 6% Senior Preferred Stock and any Parity Stock and (iii) Stock. Notwithstanding the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock21 foregoing, the Company may not declare any dividends on any redeem, purchase or otherwise acquire Junior StockDividend Securities (a) by conversion into, exchange for, or make any payment on account out of the cash proceeds from the exercise of Exchange Warrants or the substantially concurrent offering of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, Dividend Securities or (yb) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by business pursuant to the Board of Directors of the Company, for the purpose terms of any employee stock incentive or benefit plan of adopted by the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockBoard.

Dividends. (a) Holders of So long as any shares of Series D A Preferred Stock or Series B Preferred are outstanding, the holders of such shares will be entitled to receivereceive out of the Corporation’s assets legally available therefor, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC BankBoard, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash preferential dividends at the a rate per annum of $0.60 equal to 4.0% (the “Dividend Rate”) on the then-effective Liquidation Preference per share for such share hereunder, payable in cash. Subject to Section 5(f), such dividends with respect to each share of Series D A Preferred Stock. Dividends on the and Series D Preferred Stock B Preferred, as applicable, will be payable quarterly in arrears on fully cumulative and will begin to accrue from the last calendar day Issue Date of Aprilsuch share, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid whether or not such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined are authorized or declared by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, and whether or not in any dividend period Dividend Period or periods Dividend Periods there shall be funds are assets of the Company Corporation legally available for the payment of such dividends. Accumulations of dividends . (b) Dividends on the shares of Series D A Preferred Stock and Series B Preferred will not bear interest. Dividends be payable quarterly in equal amounts (subject to Section 3(d) hereunder with respect to shorter periods, including the first such period with respect to newly issued shares of Series A Preferred or Series B Preferred) in arrears on each Dividend Payment Date, in preference to and in priority over dividends on any Junior Stock, commencing on the first Dividend Payment Date after the Issue Date of such share of Series D A Preferred Stock for any period greater or less than a full dividend period Series B Preferred, as applicable. Subject to Section 3(f), such dividends will be computed paid to the holders of record of the shares of Series A Preferred and Series B Preferred, as applicable, as they appear at the close of business on the basis applicable Dividend Record Date. The amount payable as dividends on such Dividend Payment Date will be payable in cash, unless such payment is prohibited under statutory law. (c) All dividends paid with respect to shares of actual daysSeries A Preferred and Series B Preferred pursuant to Section 3(a) will be paid pro rata to the holders thereof and will first be credited against the dividends accrued with respect to the earliest Dividend Period for which dividends have not been paid. Dividends Dividend payments will be aggregated per holder and will be made to the nearest cent (with $0.005 being rounded upward). (d) The amount of dividends payable on the per share of Series D A Preferred Stock and Series B Preferred for each full dividend period Dividend Period will be computed by dividing the annual dividend rate amount for such share by four. The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on a share of Series A Preferred or Series B Preferred, as applicable, will be computed on the basis of twelve 30-day months and a 360-day year. No interest will accrue or be payable in respect of unpaid dividends. (be) Except as provided Any reference to “distribution” in the next sentence, no dividend this Section 3 will not be declared or paid on deemed to include any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid distribution made in full, then connection with any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity StockLiquidation. (f) Notwithstanding any other provision hereof, in no event will a dividend payable under Section 3(a) be paid in respect of any share of Series A Preferred or Series B Preferred that has been converted prior to the applicable Dividend Payment Date pursuant to Section 5(b) or (c) So long as if such dividend was included in the shares calculation of the Series D Preferred Stock shall be outstanding, unless clause (i) full cumulative dividends shall have been paid of Section 5(b) or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c5(c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas applicable.

Dividends. (a) Each Holder of Series P Preferred Stock, in preference and priority to the Holders of shares all other classes of stock other than Holders of the Company’s Series D M Convertible Preferred Stock will (the “Series M Preferred”) and the Series Q Convertible Preferred Stock (the “Series Q Preferred”), shall be entitled to receive, when, as with respect to each share of Series P Preferred Stock then outstanding and if declared held by the Board such Holder of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Series P Preferred Stock, but pari passu with Parity dividends, commencing from the date of issuance of such share of Series P Preferred Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of eight percent (8%) per annum of $0.60 per share the Series P Stated Value (the “Series P Preferred Dividends”); provided, however, that from and after the Company’s issuance of not less than 36,000,000 shares of Series D Preferred Stock. Dividends on Q Preferred, the Series D P Preferred Stock will dividend rate shall be payable reduced to six percent (6%) per annum. The Series P Preferred Dividends shall be cumulative, whether or not earned or declared, and shall be paid quarterly in arrears on the last calendar first day of AprilFebruary, JulyMay, October August and January of November in each year, commencing July 31, 2000 (and in . At the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors election of the Company. Dividends will accrue from the date of the original issuance of , the Series D P Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds paid by (a) issuing each Holder of the Company legally available for the payment Series P Preferred Stock such number of such dividends. Accumulations of dividends on shares of Series D P Preferred Stock will not bear interest. Dividends payable on equal to the Series D P Preferred Dividend divided by the Series P Stated Value (“PIK Shares”), or (b) cash out of legally available funds therefor. Any election by the Company to pay dividends in shares of Series P Preferred Stock or cash shall be made uniformly with respect to all outstanding shares of Series P Preferred Stock for any period greater or less than a full given dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourperiod. (b) Except as provided in the next sentence, no dividend will No dividends shall be declared or paid on any Parity Common Stock unless full cumulative dividends have been declared and paid of the Company or are contemporaneously declared and funds sufficient for payment set aside on any other capital stock of the Company other than the Series D M Preferred Stock for and the Series Q Preferred during any fiscal year of the Company until all outstanding Series P Preferred Dividends (with respect to the current fiscal year and all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (cfiscal years) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Holders of Series D P Preferred Stock and any Parity Stock and Stock. (iiic) In the event that the Company is not in default or in arrears with respect to shall at any time pay a dividend on the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, other class or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares series of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or capital stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stockthe Series M Preferred and the Series Q Preferred, or (y) the Company shall, at the same time, pay to each Holder of Series P Preferred Stock a dividend equal to the dividend that would have been payable to such Holder if the shares of Series P Preferred Stock held by such Holder had been converted into Common Stock acquired in connection with on the cashless exercise date of options under employee incentive or benefit plans determination of the Company or any subsidiary or any other redemption or purchase or other acquisition Holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability entitled to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockreceive such dividends.

Dividends. (a) Holders The holders of shares of Series D H Preferred Stock will shall be entitled to receivereceive with respect to each share of Series H Preferred Stock, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds the assets of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash preferential dividends for each Dividend Period calculated based on the then effective Liquidation Preference per share at the rate per annum equal to the greater of $0.60 (i) the Common Equivalent Rate with respect to such Dividend Period and (ii) the Accrual Rate. (b) Prior to [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in shares of Series I Preferred Stock. On and after [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in cash; provided, that such dividends shall be payable in shares of Series I Preferred Stock to the extent that the terms of the Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payments of such dividends in cash. The number of shares of Series I Preferred Stock to be issued in circumstances when dividends are paid with shares of Series I Preferred Stock shall equal the amount of the dividend to be paid in shares of Series I Preferred Stock divided by the then effective Liquidation Preference per share of the Series D I Preferred Stock, rounded down to the nearest full share after taking into account all shares of Series H Preferred Stock owned by the holder thereof. Dividends All shares of Series I Preferred Stock issued as a dividend on the Series D H Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. (c) Dividends shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, unless such day is not a Business Day, in which event such dividends shall be payable on the last calendar day of April, July, October and January of next succeeding Business Day (each yearsuch date being hereinafter referred to as a "Dividend Payment Date"), commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding first Dividend Payment Date in respect of a share of Series H Preferred Stock which is at least seven days after the issuance thereof. For shares of Series H Preferred Stock issued on _________, 1999 (the "Issue Date"), the first dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by for the Board of Directors of period from and including the Company. Dividends will accrue from Issue Date to but excluding the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datefirst Dividend Payment Date, whether or not in any and each dividend period or periods there payment thereafter shall be funds of the Company legally available for the payment of such dividendsperiod from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. Accumulations of dividends on For shares of Series D H Preferred Stock will not bear interestissued subsequent to the Issue Date, the first dividend payment shall be for the period from and including the date of issuance thereof to but excluding the date of the first Dividend Payment Date thereafter, and each dividend payment thereafter shall be for the period from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. Dividends Each quarterly period beginning on January 1, April 1, July 1 and October 1 in each year and ending on and including the day next preceding the first day of the next such quarterly period shall be a "Dividend Period". The amount of dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will Dividend Period shall be computed by dividing the annual dividend rate by four. . Dividends (bor amounts equal to accrued and unpaid dividends) Except as provided in the next sentence, no dividend will be declared or paid payable on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D H Preferred Stock for any dividend period and on any Parity Stock less than a full quarterly Dividend Period will be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period less than one month. The record date for determination of holders of Series H Preferred Stock entitled to receive payment of a dividend or distribution declared ratably thereon shall be, with respect to the dividend payable on March 31, June 30, September 30 and December 31 of each year, the preceding March 1, June 1, September 1 and December 1, respectively, or such other record date as shall be fixed by the Board of Directors which record date shall be no less than 30 and no more than 60 calendar days prior to the date fixed for the payment thereof. Dividends and distributions shall be payable to holders of record as they shall appear on the records of the Company on the applicable record date. Dividends on account of arrears for any particular Dividend Period in proportion which dividends were not paid on the applicable Dividend Payment Date (including as a result of the rounding down of the number of shares of Series I Preferred Stock issuable in the payment of dividends as provided above in Section 3(b)) shall be added to accumulated the then effective Liquidation Preference on the relevant Dividend Payment Date. Any amounts so added to the then effective Liquidation Preference shall be subject to reduction as provided below in Section 3(d). (d) An amount equal to accrued and unpaid dividends for any past Dividend Period may be declared and paid (in shares of Series I Preferred Stock or in cash as provided above in Section 3(b)) on any subsequent Dividend Payment Date to all holders of record on the record date relating to such subsequent Dividend Payment Date. Each such payment shall automatically reduce the then effective Liquidation Preference per share by an amount equal to the aggregate amount of such payment divided by the number of shares of Series H Preferred Stock outstanding on the record date relating to such subsequent Dividend Payment Date; provided, however, that the Liquidation Preference shall not be reduced below $10,000 per share. (e) Dividends on the Series D H Preferred Stock will accrue, whether or not there are funds legally available for the payment of such dividends and whether or not such Parity Stockdividends are declared, on a daily basis. Dividends will cease to accrue in respect of Series H Preferred Stock on the date of the conversion or redemption thereof. (cf) So long as Dividends paid on the shares of the Series D H Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding, unless and any remainder not paid as provided above shall be added to the Liquidation Preference as provided above in Section 3(c). (g) As long as any Series H Preferred Stock is outstanding, no dividends or other distributions (other than dividends or other distributions payable in shares of, or warrants, rights or options exerciseable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection with any such dividends) will be paid on any Junior Securities unless: (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Parity Securities and Series D H Preferred Stock have been paid, or declared and any Parity Stockset aside for payment, for all Dividend Periods terminating on or prior to the payment date of such dividend or distribution and for the current Dividend Period; (ii) sufficient funds have been the Company has paid or set apart aside all amounts, if any, then or theretofore required to be paid or set aside for the payment all purchase, retirement and sinking funds, if any, for any outstanding shares of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock Securities; and (iii) the Company is not in default of any of its obligations to redeem any outstanding shares of Parity Securities or Series H Preferred Stock. (h) As long as any Series H Preferred Stock is outstanding, no shares of any Junior Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except in arrears connection with respect to a reclassification or exchange of any Junior Securities through the mandatory or optional redemption or mandatory repurchase or other mandatory retirement issuance of shares of, or with respect to any sinking warrants, rights or other analogous fund for, the Series D Preferred Stock options exerciseable for or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith) or set apart money for, the purchase, redemption or other retirement acquisition of any Junior Securities with any shares of, or warrants, rights or options exerciseable for a or convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith)), nor may any funds be set aside or made available for any sinking fund for the purchase or redemption of any Junior Securities. (i) As long as any Series H Preferred Stock is outstanding, no dividends or other analogous fund fordistributions (other than dividends or other distributions payable in shares of, any or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired Securities in connection with any such dividends) will be paid on any Parity Securities unless such dividends or other distributions are declared and paid pro rata so that the cashless exercise amounts of options under employee incentive any such dividends or benefit plans other distributions declared and paid per share on outstanding Series H Preferred Stock and each other share of such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other. (j) As long as any Series H Preferred Stock is outstanding, no shares of any Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any subsidiary of its subsidiaries (except with shares of, or any other warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection therewith) unless the Series H Preferred Stock and such Parity Securities are purchased, redeemed or otherwise acquired pro rata so that the Fair Market Value of the consideration applied to the purchase, redemption or purchase or other acquisition of Common each share of Series H Preferred Stock made and each other share of such Parity Securities will in all cases bear to each other the ordinary course same ratio that the then effective Liquidation Preference per share of businessoutstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other. (k) Subject to the provisions described above, which has been approved such dividends or other distributions (payable in cash, property or Junior Securities) as may be determined from time to time by the Board of Directors may be declared and paid on the shares of any Junior Securities and/or Parity Securities and from time to time Junior Securities and/or Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries. In the event of the Company, for the purpose declaration and payment of any employee incentive such dividends or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c)other distributions, the term "dividend" with respect holders of such Junior Securities and/or Parity Securities, as the case may be, will be entitled, to Junior Stock does not include dividends payable solely in shares the exclusion of Junior Stock on Junior holders of any outstanding Series H Preferred Stock, or in options, warrants on rights to holders of Junior Stock share therein according to subscribe for or purchase any Junior Stocktheir respective interests.

Dividends. (a) Holders of shares of Series D Preferred Stock will shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Series A Non-Voting Preferred Stock (on an as-if-converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation (as defined below)) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if declared by such dividends (other than dividends payable in the Board form of Directors Common Stock) are paid on shares of the Company Common Stock; provided, however, in no event shall Holders of Series A Non-Voting Preferred Stock be entitled to receive the “rights” distributed pursuant to that certain Contingent Value Rights Agreement dated as of October 7, 2024 by and only with between the consent of PNC BankCorporation and Broadridge Corporation Issuer Solutions, N.A. LLC a Pennsylvania limited liability company, as may be amended from time to time (the “CVR Agreement”), or any successor lender theretoamounts paid under the CVR Agreement. In addition, out of funds of the Company legally available for payment, subject Holders shall be entitled to the prior and superior rights of Senior Stock, but pari passu with Parity Stockreceive, and in preference to Junior Stockthe Corporation shall pay, cumulative cash payment-in-kind (“PIK”) dividends at the rate per annum of $0.60 per on each share of Series D A Non-Voting Preferred Stock. Dividends , accruing at a rate equal to five percent (5.0%) per annum payable in shares of Series A Non-Voting Preferred Stock on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 date that is 180 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from after the date of the original issuance of such Series A Non-Voting Preferred Stock or such earlier date that that Holder may convert any portion of the Series D A Non-Voting Preferred Stock to Common Stock. Dividends will be cumulative from such dateOther than as set forth in the previous two sentences, whether or not in any dividend period or periods there no other dividends shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends paid on shares of Series D A Non-Voting Preferred Stock will not bear interest. Dividends Stock, and the ​ Corporation shall pay no dividends (other than dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid form of Common Stock) on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection unless it simultaneously complies with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockprevious two sentences.

Dividends. (a) Holders Upon the grant of shares of Series D Preferred Stock will Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, whenfor each Common Share granted, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject an amount equal to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share amount of Series D Preferred Stock. Dividends all dividends declared with respect to Common Shares with a record date on or after the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October Effective Date to and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from including the date of the original issuance Termination of Employment of the Series D Preferred StockGrantee. Dividends will be cumulative from After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such date, whether or not in any dividend period or periods there Common Shares shall be funds entitled to receive dividends in the same manner as dividends are paid to all other holders of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Shares. (b) Except as provided Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive dividends in the next sentence, no dividend will be declared or same manner as dividends are paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for to all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockother holders of Common Shares. (c) So long as the shares Upon grant of the Series D Preferred Stock Restricted Shares pursuant to Section 3(a), the Grantee shall be outstandingentitled to receive, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares each of the Series D Preferred Stock and any Parity StockRestricted Shares (whether vested or unvested), (ii) sufficient funds have been paid or set apart for an amount in cash equal to the payment per share amount of the dividend for the current dividend period all dividends declared with respect to the Series D Preferred Stock Common Shares with a record date on or after the Effective Date and any Parity Stock and before the Share Issuance Date (iiiother than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if on the Valuation Date the Total Return to Shareholders exceeds the Maximum Total Return to Shareholders, then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (a) the Company is not in default or in arrears per share amount of all dividends declared with respect to the mandatory Common Shares with a record date on or optional redemption after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (b) the number of Restricted Shares the Grantee would have received had the Total Return to Shareholders equaled the Maximum Total Return to Shareholders on the Valuation Date. After the Share Issuance Date, the holder of Restricted Shares (whether vested or mandatory repurchase unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or other mandatory retirement ofunvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares. (d) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockNotional Units and/or Restricted Shares.

Dividends. (a) Holders of shares of outstanding Series D I Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company Corporation legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the annual rate per annum of $0.60 8.0% per share of Series D Preferred Stockon the Original Purchase Price (the “Dividend Rate”). Dividends on shall be declared by the Series D Preferred Stock will be payable quarterly Corporation and paid in arrears on each Dividend Payment Date (as defined below) commencing on March 15, 2009 for the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid Dividend Period ending immediately prior to such Dividend Payment Date. Such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will shall be payable to the record holders of record as they appear Series I Preferred Stock on the stock records of the Company at the close of business record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record datesdate and prior to the Dividend Payment Date). If a Dividend Payment Date is not a business day, not more than 60 days nor less than 10 days preceding payment will be made on the next succeeding business day, without any interest or other payment dates thereofin lieu of interest accruing with respect to this delay. Subject to Section 3(e) below, as all such dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the original date of the original issuance of the Series D I Preferred Stock. Dividends will be cumulative from such dateStock (the “Issue Date”), whether or not in any dividend period or periods Dividend Period(s) there shall be have been funds of the Company Corporation legally available for the payment of such dividends. Accumulations Notwithstanding the foregoing, such dividends shall be paid only to the extent assets are legally available therefor on the Dividend Payment Date and any amounts for which assets are not legally available shall be paid promptly as assets become legally available therefore. Any partial payment of dividends otherwise required to be paid on a Dividend Payment Date will be made pro rata among the applicable record holders of shares of Series D I Preferred Stock will not bear interest. Dividends payable based on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis their respective holdings of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by foursuch shares. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends The term “Dividend Payment Date” shall have been paid or declared mean September 15th and set apart for payment on all outstanding shares March 15th of the Series D Preferred Stock and any Parity Stockeach year, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period beginning with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofMarch 15, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock2009.

Dividends. (a) The Holders of shares a particular series of Series D Preferred Stock will Shares shall be entitled to receive, when, as and if declared by the Board of Directors Trustees of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoTrust, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative dividends each consisting of cash dividends at the rate per annum of $0.60 per share of Series D Preferred StockApplicable Rate and no more, payable on the respective dates set forth below. Dividends on the Series D shares of each series of Preferred Stock will Shares so declared and payable shall be paid in preference to and in priority over any dividends declared and payable quarterly in arrears on the last calendar day of April, July, October and January Common Shares. (i) Cash dividends on shares of each yearseries of Preferred Shares shall accumulate from the Date of Original Issue and shall be payable, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anywhen, as determined and if declared by the Board of Directors)Trustees of the Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Each such dividend Following the Initial Dividend Payment Date for a series of Preferred Shares, dividends on that series of Preferred Shares will be payable payable, at the option of the Trust, either (i) with respect to holders any 7-Day Dividend Period and any Short Term Dividend Period of record 35 or fewer days, on the day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and on the day next succeeding the last day thereof (each such date referred to in clause (i) or (ii) being herein referred to as a "Normal Dividend Payment Date"), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of Preferred Shares is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of Preferred Shares, then the last day of such Dividend Period for such other series of Preferred Shares shall be the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the Board of Trustees of the Trust shall fix the Dividend Payment Date. However, no Dividend Period of any series of Preferred Shares shall be co-extensive with any Dividend Period of any other series of Preferred Shares unless the Trust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of Preferred Shares. The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of Preferred Shares set forth in the Declaration of Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods with respect to a series of Preferred Shares are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date." (ii) Each dividend shall be paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on the Business Day preceding the Dividend Payment Date. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the stock records of the Company at the close of business Stock Register on such record datesa date, not more than 60 exceeding 15 days nor less than 10 days preceding prior to the payment dates thereofdate therefor, as shall may be fixed by the Board of Directors Trustees of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourTrust. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared During the period from and set apart for payment on all outstanding shares including the Date of Original Issue to but excluding the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or Initial Dividend Payment Date for a sinking or other analogous fund for, any shares series of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of Preferred Shares (the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c"Initial Dividend Period"), the term Applicable Rate for such series of Preferred Shares shall be the Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of Preferred Shares, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "dividend" with respect Subsequent Dividend Period"), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to Junior Stock does not include dividends payable solely the next Dividend Payment Date (or last Dividend Payment Date in shares a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the rate per annum that results from implementation of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthe Auction Procedures.

Dividends. (a) Holders The holders of shares of Series F Preferred Stock shall be entitled to receive in preference to the holders of any and all other classes of Preferred Stock and Common Stock, when and if declared by the Board of Directors, out of funds legally available therefor, cumulative dividends on such Series F Preferred Stock in cash at the rate per annum of $0.163 per share from the Issuance Date (as defined below), subject to proration for partial years on the basis of a 365-day year (the “Series F Preferred Dividends”). The holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock will and the Series E Preferred Stock (collectively, the “Junior Preferred Stock”) shall be entitled to receive, whenpari passu with respect to each such series of Junior Preferred Stock and in preference to the Junior Stock (as defined in Section A.12), when as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefore, cumulative dividends on such Preferred Stock in cash dividends at the rate per annum of $0.60 0.036 per share of with respect to the Series D A Preferred Stock. Dividends on , $0.052 per share with respect to the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of AprilStock, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable $0.051 per share with respect to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D C Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period $0.146 per share with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears $0.154 per share with respect to the mandatory Series E Preferred Stock, from the Issuance Date, subject to proration for partial years on the basis of a 365 day year (collectively, the “Junior Preferred Dividends” and together with the Series F Preferred Dividends, the “Preferred Dividends”). As to each share of Preferred Stock, the date on which such share of Preferred Stock was issued by the Corporation is referred to as the “Issuance Date.” The Series F Preferred Dividends and the Junior Preferred Dividends will accumulate commencing as of the applicable Issuance Date and shall be cumulative and compounded annually, to the extent unpaid, whether or optional not they have been declared and whether or not the Corporation may legally pay the dividends. No dividends on the Junior Preferred Stock shall be paid or set apart for payment unless, at the same time, a like proportionate dividend shall be paid or set apart to all shares of Junior Preferred Stock then outstanding. Dividends paid in an amount less than the total amount of such dividends at the time accumulated and payable on all outstanding shares of Junior Preferred Stock shall be allocated pro rata based upon the relative cumulative and unpaid dividends on all such shares at the time outstanding. So long as any shares of Series F Preferred Stock are outstanding and the Series F Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Preferred Stock or the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or mandatory repurchase acquisition thereof. So long as any shares of Junior Preferred Stock are outstanding and the Junior Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other mandatory retirement ofshares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. In addition to the Preferred Dividends, the holders of Preferred Stock shall be entitled to receive, together with respect the Series 1 Stock, out of funds legally available therefor, any dividends declared on the Common Stock (treating each share of Preferred Stock or Series 1 Stock as being equal to the number of shares of Common Stock into which each such share of Preferred Stock or Series 1 Stock would be converted if it were converted pursuant to the provisions of Section A.6 hereof with such number determined as of the record date for the determination of holders of Common Stock entitled to receive such dividends). All numbers relating to the calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event of any sinking stock split, combination, reorganization, recapitalization, reclassification or other analogous fund forsimilar event involving a change in the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Series E Preferred Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Series F Preferred Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Series 1 Stock.

Dividends. (a) Holders of shares of Series D A Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, a duly authorized committee thereof out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 6.49% per annum per share on the initial liquidation preference of $0.60 100.00 per share (equivalent to $6.49 per annum per share of Series D A Preferred Stock). Dividends on the Series D A Preferred Stock will shall be payable quarterly in arrears on the last calendar day of AprilMarch 31, JulyJune 30, October September 30 and January December 31 of each year, commencing July 31[September 30, 2000 1999] (and each a "Dividend Payment Date"). If any date on which dividends would otherwise be payable is a Saturday, Sunday or a day on which banking institutions in the case State of any accumulated New York are authorized or obligated by law or executive order to close, then the dividends otherwise payable on such date shall instead be payable on the next succeeding business day. Dividends on shares of the Series A Preferred Stock shall be fully cumulative and shall accumulate (whether or not earned or declared and whether or not the Corporation has funds legally available for the payment of dividends), on a daily basis, without interest, from the previous Dividend Payment Date, except that the first dividend shall accrue, without interest, from the date of initial issuance of the Series A Preferred Stock. Accumulated and unpaid dividends shall not paid on the corresponding dividend payment datebear interest. Dividends shall be payable, at such additional times and for such interim periodsin arrears, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed the 15th day of the calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board of Directors of the CompanyCorporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Payment Date. Dividends will accrue from Any dividend payable on the Series A Preferred Stock for any dividend period that is shorter or longer than a full quarterly period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If, prior to 18 months after the date of the original issuance of the Series D A Preferred Stock. Dividends will be cumulative from such date, whether one or not in any dividend period or periods there shall be funds more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that change the percentage of the Company legally available for dividends received deduction (currently 70%) as specified in section 243(a)(1) of the payment Code or any successor provision (the "Dividends Received Percentage"), the amount of such dividends. Accumulations of dividends on shares each dividend payable (if declared) per share of Series D Preferred Stock will not bear interest. Dividends payable on the Series D A Preferred Stock for any period greater dividend payments made on or less than a full dividend period after the effective date of such change in the Code will be computed on adjusted by multiplying the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment amount of the dividend for payable described above (before adjustment) by the current dividend period with respect factor determined by the following formula (the "DRD Formula"), and rounding the result to the Series D Preferred Stock and any Parity Stock and nearest cent (iiiwith one-half cent rounded up): 1- . 35(1-.70) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c------------- 1- .35(1-DRP), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) The Series A Preferred Stock shall not be entitled to receive dividends unless and until the Board of Directors declares a dividend in respect of the Common Stock out of legally available funds therefor; provided, however, -------- ------- that no dividends shall be declared or paid upon the Common Stock (other than dividends payable upon the Common Stock solely in additional shares of Common Stock, provided that an appropriate adjustment in the Conversion Price is made under Section 6(a) hereof) or any other stock ranking on liquidation junior to the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") unless (i) after the payment of the dividend on the Common Stock and Junior Stock (and the simultaneous dividend on the Series A Preferred Stock) the Corporation's net worth exceeds the aggregate liquidation preference of the Series A Preferred Stock (provided that this clause (i) shall not apply if the dividend is approved by the holders of a majority of the outstanding shares of Series A Preferred Stock) and (ii) there shall be simultaneous declaration or payment, as applicable, of a dividend upon the Series A Preferred Stock. (b) In the case of any dividend being declared upon the Common Stock, the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend upon the Common Stock shall be equal in amount to the dividend payable upon that number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock immediately before the declaration of such dividend, with such conversion being based on the then applicable Conversion Price determined in accordance with Section 6 as of the record date for the declaration of such dividend on the Common Stock. (c) In the case of any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, the amount of the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend on Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock, shall equal the amount of the dividend declared upon each share of such class of Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of such class of Junior Stock, in each case assuming such conversion occurred immediately before the declaration of such dividend. (d) No dividend shall be declared or paid upon any class of Junior Stock (other than Common Stock) that is not convertible into Common Stock without the consent of holders of at least a majority of the outstanding shares of Series A Preferred Stock. (e) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D A Preferred Stock shall be outstandingentitled to share equally, unless (i) full cumulative share for share, in all such dividends shall have been paid or declared and set apart for payment on all outstanding shares of upon the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.

Dividends. (a) Holders Subject to the provisions of shares of Series D Preferred Stock will be entitled to receivethis Agreement, whenthe Amended M&AA and any applicable Laws, as and if declared by the Board of Directors may from time to time declare dividends and other distributions on the issued and outstanding Shares of the Company and only with authorize payment of the consent of PNC Bank, N.A. or any successor lender thereto, same out of the funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourtherefor. (b) Except as provided in As to the next sentencedividend payment, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared (1) the Preferred Shares shall rank senior and paid or are contemporaneously declared prior to the Ordinary Shares and funds sufficient for payment set aside on other Junior Securities, (2) the Series D B Preferred Stock for all Shares shall rank senior and prior dividend periods. If accrued dividends on to the Series D A Preferred Stock for all prior periods have not been paid in full, then any dividends declared on Shares and the Series D A1 Preferred Stock for any dividend period Shares, and on any Parity Stock will be declared ratably in proportion to accumulated (3) Series A Preferred Shares and unpaid dividends on the Series D A1 Preferred Stock and such Parity StockShares shall rank pari passu with each other. (c) So long as Subject to Section 7.1, the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative Board may from time to time declare dividends shall have been paid or declared and set apart for payment other distributions on all issued and outstanding shares of the Series D Preferred Stock Company and any Parity Stockauthorize payment of the same out of the funds of the Company lawfully available therefor. When and if declared by the Board, (iiA) sufficient funds each holder of the Series B Preferred Shares shall be entitled to, prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares, Series Al Preferred Shares, the Ordinary Shares and other Junior Securities, dividends carried at the rate of five percent (5%) per annum of the Original Series B Issue Price (As Adjusted) on each Series B Preferred Share held by such holder, for each year such Series B Preferred Share was issued and outstanding (or pro rata for a partial year); (B) after the payment of dividends on the Series B Preferred Shares in full, each holder of the Series A Preferred Shares and each holder of the Series Al Preferred Shares shall be entitled to, prior and in preference to any declaration or payment of any dividend on the Ordinary Shares and other Junior Securities, dividends carried at the rate of five percent (5%) per annum of the Original Series A Issue Price (As Adjusted) on each such Series A Preferred Share held by such holder and dividends carried at the rate of five percent (5%) per annum of the Original Series Al Issue Price (As Adjusted) on each such Series Al Preferred Share held by such holder (as the case may be), for each year such Series A Preferred Share or such Series Al Preferred Share (as the case may be) was issued and outstanding (or pro rata for a partial year); and (C) each holder of the Preferred Shares shall have the right to participate in any distribution among other Shares or Equity Securities of the Company pro rata based on the number of Ordinary Shares held by each such holder (calculated on an as-converted basis). Unless and until any dividends or other distributions in like amount have been paid in full on the Series B Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for the payment of the payment, any dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends distributions on any Junior Stock, Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for a sinking or other analogous fund forconvertible into any Junior Securities, any shares of Junior Stock or make any distribution in respect thereof, either directly or indirectly, and whether in cash or property or in cash, obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans shares of the Company or other property. Unless and until any subsidiary dividends or other distributions in like amount have been paid in full on the Series A Preferred Shares and the Series Al Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend and other distributions on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any other redemption warrants, rights, calls or purchase options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other acquisition of Common Stock made in the ordinary course of businessproperty. The above dividends shall be payable and accrue when, which has been approved as and if declared by the Board of Directors of and shall be cumulative; (d) If the Company, for the purpose of any employee incentive Company has declared or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph accrued but unpaid dividends with respect to any Parity Stock. As used Preferred Share upon the conversion of such Preferred Share as provided in this subparagraph Amended M&AA, then the Company shall, at its discretion, opt to, (c)i) as agreed by the holders of such Preferred Shares to be converted, convert all such declared or accrued but unpaid dividends on such Preferred Share to be converted into the term "dividend" with respect Ordinary Shares pursuant to Junior Stock does not include dividends payable solely Amended M&AA at the then-effective applicable Conversion Price (as defined in shares of Junior Stock the Amended M&AA) on Junior Stockthe same basis as such Preferred Share to be converted, or in options, warrants on rights to holders (ii) pay off all such dividends by cash upon conversion of Junior Stock to subscribe for or purchase any Junior Stocksuch Preferred Shares.

Dividends. (a) Holders The holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if dividends are declared by the Board of Directors of the Company and only with the consent of PNC BankDirectors, N.A. or any successor lender theretoduly authorized committee thereof, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of US$0.80 per annum of $0.60 per share of Series D Preferred Stock, to be payable in cash out of funds legally available therefor on each Dividend Payment Date, as set forth below. Dividends on the Series D Preferred Stock Declared dividends will be payable quarterly in arrears on [ ], [ ], [ ] and [ ] of each year (each, a “Dividend Payment Date”), beginning on the last calendar day first such date to occur after the Issue Date. If any of Aprilthose dates is not a Business Day, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid then such dividends not paid will be payable on the corresponding dividend payment datenext succeeding Business Day. The dividends payable on any Dividend Payment Date will accrue from the last Dividend Payment Date or, at such additional times and for such interim periodsprior to the first Dividend Payment Date, if any, as determined by the Board of Directors)Issue Date. Each such dividend Declared dividends will be payable to holders of record as they appear on in the Company’s stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date which is 30 days prior to the Dividend Payment Date; provided, that if any such date is not a Business Day, then to the holders of record on the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datenext succeeding Business Day (each, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interesta “Dividend Payment Record Date”). Dividends payable on the Series D shares of Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by foura 360-day year consisting of twelve 30-day months. (b) Except as provided in Dividends on the next sentenceConvertible Preferred Stock are cumulative. If the Board of Directors or any authorized committee thereof fails to declare a dividend to be payable on a Dividend Payment Date, no the dividend will be declared or paid accumulate on any Parity Stock unless full cumulative dividends have been that Dividend Payment Date until declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably forfeited upon conversion, except under the circumstances described in proportion to accumulated Section 7(c) and unpaid dividends on the Series D Preferred Stock and such Parity Stock7(f). (c) So long as the shares The Company shall not be obligated to pay holders of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid any interest or declared and set apart for payment on all outstanding shares sum of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment money in lieu of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends interest on any Junior Stock, or make any payment dividend not paid on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary Dividend Payment Date or any other redemption late payment. If the Board of Directors or purchase an authorized committee thereof does not declare a dividend for any Dividend Payment Date, the Board of Directors or other acquisition an authorized committee thereof may declare and pay the dividend on any subsequent date, whether or not a Dividend Payment Date. The persons entitled to receive the dividend in such case will be holders of Common Preferred Stock made in as they appear on the ordinary course of business, which has been approved stock register on a date selected by the Board of Directors or an authorized committee thereof. That date must not (a) precede the date the Board of Directors or an authorized committee thereof declares the Company, for the purpose of any employee incentive dividend payable or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability (b) be more than 60 days prior to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthat Dividend Payment Date.